Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Sep. 30, 2013 | Oct. 31, 2013 | Mar. 31, 2013 | |
Document Documentand Entity Information [Abstract] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 30-Sep-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Trading Symbol | 'NUAN | ' | ' |
Entity Registrant Name | 'Nuance Communications, Inc. | ' | ' |
Entity Central Index Key | '0001002517 | ' | ' |
Current Fiscal Year End Date | '--09-30 | ' | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Filer Category | 'Large Accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 314,880,222 | ' |
Entity Public Float | ' | ' | $4,300,000,000 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |||||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | |||
Revenues: | ' | ' | ' | |||
Product and licensing | $753,665 | $740,726 | $607,358 | |||
Professional services and hosting | 832,428 | 673,943 | 509,141 | |||
Maintenance and support | 269,186 | 236,840 | 202,242 | |||
Total revenues | 1,855,279 | [1] | 1,651,509 | [1] | 1,318,741 | [1] |
Cost of revenues: | ' | ' | ' | |||
Product and licensing | 99,381 | 74,837 | 65,601 | |||
Professional services and hosting | 550,881 | 424,733 | 341,055 | |||
Maintenance and support | 52,705 | 45,325 | 38,057 | |||
Amortization of intangible assets | 63,583 | 60,034 | 55,111 | |||
Total cost of revenues | 766,550 | 604,929 | 499,824 | |||
Gross profit | 1,088,729 | 1,046,580 | 818,917 | |||
Operating expenses: | ' | ' | ' | |||
Research and development | 292,081 | 225,441 | 179,377 | |||
Sales and marketing | 420,184 | 369,205 | 306,439 | |||
General and administrative | 176,654 | 163,318 | 147,603 | |||
Amortization of intangible assets | 105,258 | 95,416 | 88,219 | |||
Acquisition-related costs, net | 29,685 | 58,746 | 21,866 | |||
Restructuring and other charges, net | 16,385 | 8,268 | 22,862 | |||
Total operating expenses | 1,040,247 | 920,394 | 766,366 | |||
Income from operations | 48,482 | 126,186 | 52,551 | |||
Other income (expense): | ' | ' | ' | |||
Interest income | 1,615 | 2,234 | 3,159 | |||
Interest expense | -137,767 | -85,286 | -36,703 | |||
Other income, net | -9,010 | 22,168 | 11,010 | |||
Income (loss) before income taxes | -96,680 | 65,302 | 30,017 | |||
(Benefit) provision from income taxes | 18,558 | -141,833 | -8,221 | |||
Net income (loss) | ($115,238) | $207,135 | $38,238 | |||
Net income (loss) per share: | ' | ' | ' | |||
Basic (per share) | ($0.37) | $0.67 | $0.13 | |||
Diluted (per share) | ($0.37) | $0.65 | $0.12 | |||
Weighted average common shares outstanding: | ' | ' | ' | |||
Basic (in shares) | 313,587 | 306,371 | 302,277 | |||
Diluted (in shares) | 313,587 | 320,822 | 315,960 | |||
[1] | Segment revenues differ from reported revenues due to certain revenue adjustments related to acquisitions that would otherwise have been recognized but for the purchase accounting treatment of the business combinations. Segment revenues also include revenue that the business would have otherwise recognized had we not acquired intellectual property and other assets from the same customer. These revenues are included to allow for more complete comparisons to the financial results of historical operations and in evaluating management performance. |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 |
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax | $2,599 | ($1,648) | $2,895 |
Net income (loss) | -115,238 | 207,135 | 38,238 |
Other comprehensive income (loss): | ' | ' | ' |
Unrealized (losses) gains on cash flow hedge derivatives | 0 | -20 | -210 |
Unrealized gains (losses) on marketable securities | 0 | 12 | -42 |
Foreign currency translation adjustment | 11,244 | -7,776 | -8,746 |
Total other comprehensive (loss) income, net | 13,843 | -9,432 | -6,103 |
Comprehensive income (loss) | ($101,395) | $197,703 | $32,135 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $808,118 | $1,129,761 |
Marketable securities | 38,728 | 0 |
Accounts receivable, less allowances for doubtful accounts of $6,933 and $5,707 | 382,741 | 381,417 |
Prepaid expenses and other current assets | 104,971 | 102,564 |
Deferred tax asset | 74,969 | 87,564 |
Total current assets | 1,409,527 | 1,701,306 |
Land, building and equipment, net | 143,465 | 116,134 |
Goodwill | 3,293,198 | 2,955,477 |
Intangible assets, net | 953,278 | 906,538 |
Other assets | 159,135 | 119,585 |
Total assets | 5,958,603 | 5,799,040 |
Current liabilities: | ' | ' |
Current portion of long-term debt | 246,040 | 148,542 |
Redeemable convertible debentures | 0 | 231,552 |
Contingent and deferred acquisition payments | 0 | 49,685 |
Accounts payable | 91,016 | 113,196 |
Accrued expenses and other current liabilities | 214,425 | 215,178 |
Deferred revenue | 253,753 | 206,610 |
Total current liabilities | 805,234 | 964,763 |
Long-term portion of debt | 2,108,091 | 1,735,811 |
Deferred revenue, net of current portion | 160,823 | 108,481 |
Deferred tax liability | 162,774 | 160,614 |
Other liabilities | 83,667 | 82,665 |
Total liabilities | 3,320,589 | 3,052,334 |
Commitments and contingencies (Notes 3, 5 and 18) | ' | ' |
Equity component of currently redeemable convertible debentures (Note 10) | 0 | 18,430 |
Stockholders' equity: | ' | ' |
Series B preferred stock, $0.001 par value; 15,000 shares authorized; 3,562 shares issued and outstanding (liquidation preference $4,631) | 0 | 4,631 |
Common stock, $0.001 par value; 560,000 shares authorized; 315,821 and 312,456 shares issued and 312,070 and 308,705 shares outstanding | 319 | 316 |
Additional paid-in capital | 3,017,074 | 2,908,302 |
Treasury stock, at cost (3,751 and 3,751 shares) | -16,788 | -16,788 |
Accumulated other comprehensive (loss) income | 6,813 | -7,030 |
Accumulated deficit | -369,404 | -161,155 |
Total stockholders' equity | 2,638,014 | 2,728,276 |
Total liabilities and stockholders' equity | $5,958,603 | $5,799,040 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Accounts receivable, allowances for doubtful accounts | $8,529 | $6,933 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 560,000,000 | 560,000,000 |
Common stock, shares issued | 319,365,000 | 315,821,000 |
Common stock, shares outstanding | 315,614,000 | 312,070,000 |
Treasury stock, shares | 3,751,000 | 3,751,000 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 40,000,000 | 40,000,000 |
Series B preferred stock | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Preferred stock, shares issued | 0 | 3,562,000 |
Preferred stock, shares outstanding | 0 | 3,562,000 |
Preferred stock, liquidation preference | $0 | ($4,631) |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
In Thousands, except Share data, unless otherwise specified | |||||||
Beginning balance at Sep. 30, 2010 | $2,297,196 | $4,631 | $302 | $2,581,901 | ($16,788) | $8,505 | ($281,355) |
Beginning balance (in shares) at Sep. 30, 2010 | ' | 3,562,000 | 301,623,000 | ' | 3,673,000 | ' | ' |
Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock under employee stock plans (in shares) | ' | ' | 11,052,000 | ' | ' | ' | ' |
Issuance of common stock under employee stock plans | 36,667 | ' | 11 | 36,656 | ' | ' | ' |
Cancellation of restricted stock, and repurchase of common stock at cost for employee tax withholding (in shares) | ' | ' | -1,996,000 | ' | 78,000 | ' | ' |
Cancellation of restricted stock, and repurchase of common stock at cost for employee tax withholding | -36,707 | ' | -2 | -36,705 | 0 | ' | ' |
Stock-based compensation | 112,469 | ' | ' | 112,469 | ' | ' | ' |
Excess tax benefit from share-based payment plans | 17,520 | ' | ' | 17,520 | ' | ' | ' |
Issuance of common stock in connection with business and asset acquisitions (in shares) | ' | ' | 1,777,000 | ' | ' | ' | ' |
Issuance of common stock in connection with business and asset acquisitions | 34,091 | ' | 1 | 34,090 | ' | ' | ' |
Issuance of common stock in connection with warrant exercises (in shares) | -3,866,544 | ' | ' | ' | ' | ' | ' |
Net income (loss) | 38,238 | ' | ' | ' | ' | ' | 38,238 |
Other comprehensive income (loss) | -6,103 | ' | ' | ' | ' | -6,103 | ' |
Ending balance at Sep. 30, 2011 | 2,493,371 | 4,631 | 312 | 2,745,931 | -16,788 | 2,402 | -243,117 |
Ending balance (in shares) at Sep. 30, 2011 | ' | 3,562,000 | 312,456,000 | ' | 3,751,000 | ' | ' |
Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock under employee stock plans (in shares) | ' | ' | 9,891,000 | ' | ' | ' | ' |
Issuance of common stock under employee stock plans | 27,747 | ' | 10 | 27,737 | ' | ' | ' |
Cancellation of restricted stock, and repurchase of common stock at cost for employee tax withholding (in shares) | ' | ' | -2,158,000 | ' | ' | ' | ' |
Cancellation of restricted stock, and repurchase of common stock at cost for employee tax withholding | -52,002 | ' | -2 | -52,000 | ' | ' | ' |
Stock-based compensation | 161,165 | ' | ' | 161,165 | ' | ' | ' |
Excess tax benefit from share-based payment plans | -3,583 | ' | ' | -3,583 | ' | ' | ' |
Repurchase of common stock (in shares) | ' | ' | -8,514,000 | ' | ' | ' | ' |
Repurchase of common stock | -199,997 | ' | -8 | -74,816 | ' | ' | -125,173 |
Equity portion of convertible debt issuance, net of tax effect | 96,934 | ' | ' | 96,934 | ' | ' | ' |
Issuance of common stock in connection with business and asset acquisitions (in shares) | ' | ' | 1,070,000 | ' | ' | ' | ' |
Issuance of common stock in connection with business and asset acquisitions | 25,368 | ' | 1 | 25,367 | ' | ' | ' |
Issuance of common stock in connection with warrant exercises (in shares) | -1,803,647 | ' | 3,076,000 | ' | ' | ' | ' |
Issuance of common stock in connection with warrant exercises | 0 | ' | 3 | -3 | ' | ' | ' |
Reclassification to temporary equity | -18,430 | ' | ' | -18,430 | ' | ' | ' |
Net income (loss) | 207,135 | ' | ' | ' | ' | ' | 207,135 |
Other comprehensive income (loss) | -9,432 | ' | ' | ' | ' | -9,432 | ' |
Ending balance at Sep. 30, 2012 | 2,728,276 | 4,631 | 316 | 2,908,302 | -16,788 | -7,030 | -161,155 |
Ending balance (in shares) at Sep. 30, 2012 | ' | 3,562,000 | 315,821,000 | ' | 3,751,000 | ' | ' |
Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock under employee stock plans (in shares) | ' | ' | 11,261,000 | ' | ' | ' | ' |
Issuance of common stock under employee stock plans | 30,216 | ' | 11 | 30,205 | ' | ' | ' |
Cancellation of restricted stock, and repurchase of common stock at cost for employee tax withholding (in shares) | ' | ' | -2,854,000 | ' | ' | ' | ' |
Cancellation of restricted stock, and repurchase of common stock at cost for employee tax withholding | 59,691 | ' | -3 | -59,688 | ' | ' | ' |
Stock-based compensation | 179,442 | ' | ' | 179,442 | ' | ' | ' |
Repurchase of common stock (in shares) | -9,800,000 | ' | -9,805,000 | ' | ' | ' | ' |
Repurchase of common stock | -184,388 | ' | -10 | -91,367 | ' | ' | -93,011 |
Equity portion of convertible debt issuance, net of tax effect | 18,430 | ' | ' | 18,430 | ' | ' | ' |
Issuance of common stock in connection with business and asset acquisitions (in shares) | ' | ' | 1,146,000 | ' | ' | ' | ' |
Issuance of common stock in connection with business and asset acquisitions | 22,462 | ' | 1 | 22,461 | ' | ' | ' |
Issuance of common stock in connection with collaboration agreements (in shares) | ' | ' | 234,000 | ' | ' | ' | ' |
Issuance of common stock in connection with collaboration agreements | 4,662 | ' | 0 | 4,662 | ' | ' | ' |
Issuance of common stock in connection with warrant exercises (in shares) | -1,884,330 | ' | ' | ' | ' | ' | ' |
Net income (loss) | -115,238 | ' | ' | ' | ' | ' | -115,238 |
Other comprehensive income (loss) | 13,843 | ' | ' | ' | ' | 13,843 | ' |
Preferred Stock, Shares Issued | ' | -3,562,000 | 3,562,000 | ' | ' | ' | ' |
Conversion of Stock, Amount Converted | 0 | -4,631 | 4 | 4,627 | ' | ' | ' |
Ending balance at Sep. 30, 2013 | $2,638,014 | $0 | $319 | $3,017,074 | ($16,788) | $6,813 | ($369,404) |
Ending balance (in shares) at Sep. 30, 2013 | ' | 0 | 319,365,000 | ' | 3,751,000 | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 |
Cash flows from operating activities: | ' | ' | ' |
Net income (loss) | ($115,238) | $207,135 | $38,238 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ' | ' | ' |
Depreciation and amortization | 208,659 | 187,183 | 170,933 |
Stock-based compensation | 159,325 | 174,581 | 147,296 |
Non-cash interest expense | 40,019 | 35,497 | 12,510 |
Non-cash restructuring expense | 0 | 0 | 11,725 |
Deferred tax (benefit) provision | -2,472 | -151,547 | -43,890 |
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Gain (Loss), Net | -790 | 13,726 | 0 |
Other | -6,537 | 4,016 | 16,492 |
Changes in operating assets and liabilities, net of effects from acquisitions: | ' | ' | ' |
Accounts receivable | 25,165 | -55,210 | -25,530 |
Prepaid expenses and other assets | 10,988 | 13,881 | -11,793 |
Accounts payable | -26,843 | 22,645 | -8,193 |
Accrued expenses and other liabilities | 16,506 | 8,939 | -6,775 |
Deferred revenue | 84,648 | 39,605 | 56,398 |
Net cash provided by operating activities | 395,010 | 472,999 | 357,411 |
Cash flows from investing activities: | ' | ' | ' |
Capital expenditures | -55,588 | -62,910 | -34,907 |
Payments for business and technology acquisitions, net of cash acquired | -607,653 | -884,945 | -409,005 |
Purchases of marketable securities and other investments | -39,435 | -15,156 | -10,776 |
Proceeds from sales and maturities of marketable securities and other investments | 8,768 | 31,789 | 11,650 |
Change in restricted cash balances | 0 | 6,747 | 17,184 |
Net cash used in investing activities | -693,908 | -924,475 | -425,854 |
Cash flows from financing activities: | ' | ' | ' |
Payments of long-term debt | -425,634 | -6,605 | -7,535 |
Proceeds from long-term debt, net of issuance costs | 625,155 | 1,364,925 | -2,553 |
Payments for repurchase of common stock | -184,388 | -199,997 | 0 |
Payments on other long-term liabilities | -1,688 | -8,525 | -10,643 |
Proceeds from settlement of share-based derivatives, net | -3,801 | 9,020 | 9,414 |
Excess tax benefits on employee equity awards | 0 | -3,583 | 17,520 |
Proceeds from issuance of common stock from employee stock plans | 30,216 | 27,747 | 36,667 |
Cash used to net share settle employee equity awards | -60,517 | -49,947 | -36,908 |
Net cash provided by financing activities | -20,657 | 1,133,035 | 5,962 |
Effects of exchange rate changes on cash and cash equivalents | -2,088 | 978 | -6,925 |
Net increase (decrease) in cash and cash equivalents | -321,643 | 682,537 | -69,406 |
Cash and cash equivalents at beginning of year | 1,129,761 | 447,224 | 516,630 |
Cash and cash equivalents at end of year | $808,118 | $1,129,761 | $447,224 |
Organization_and_Presentation
Organization and Presentation | 12 Months Ended | |
Sep. 30, 2013 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |
Organization and Presentation | ' | |
Organization and Presentation | ||
Nuance Communications, Inc. (“we,” “Nuance,” or “the Company”) is a leading provider of voice and language solutions for businesses and consumers around the world. Our technologies, applications and services make the user experience more compelling by transforming the way people interact with devices and systems. Our solutions are used for tasks and services such as requesting information from a phone-based self-service solution, dictating medical records, searching the mobile Web by voice, entering a destination into a navigation system, or working with PDF documents. Our solutions help make these interactions, tasks and experiences more productive, compelling and efficient. | ||
We leverage our global professional services organization and our extensive network of partners to design and deploy innovative solutions for businesses and organizations around the globe. We market and sell our products directly through a dedicated sales force, our e-commerce website and a global network of resellers, including system integrators, independent software vendors, value-added resellers, hardware vendors, telecommunications carriers and distributors. | ||
We have built a portfolio of intellectual property, technologies, applications and solutions through both internal development and acquisitions. We expect to continue to pursue opportunities to expand our assets, geographic presence, distribution network and customer base through acquisitions of other businesses and technologies. Significant business acquisitions during fiscal 2013, 2012 and 2011 were as follows: | ||
• | May 31, 2013— Tweddle Technology Solutions Segment ("TGT") | |
• | October 1, 2012 —J.A. Thomas and Associates, Inc. ("JA Thomas") | |
• | June 1, 2012 —Vlingo Corporation ("Vlingo") | |
• | April 26, 2012 —Transcend Services, Inc. ("Transcend") | |
• | June 16, 2011 — SVOX, A.G. ("SVOX") | |
• | June 15, 2011 — Equitrac Corporation ("Equitrac") | |
The results of operations from the acquired businesses have been included in our consolidated financial statements from their respective acquisition dates. See Note 3 for additional disclosure related to each of these acquisitions. | ||
We operate in four reportable segments; Healthcare, Mobile and Consumer, Enterprise, and Imaging. See Note 20 for a description of each of these segments. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||
Summary of Significant Accounting Policies | ||||||||||||
Use of Estimates | ||||||||||||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, we evaluate our estimates, assumptions and judgments. The most important of these relate to revenue recognition; the allowances for doubtful accounts and sales returns; the valuation of goodwill and intangible assets; accounting for business combinations; accounting for stock-based compensation; the accounting for derivative instruments; accounting for income taxes and related valuation allowances; and loss contingencies. We base our estimates on historical experience, market participant fair value considerations and various other factors that are believed to be reasonable under the circumstances. Actual amounts could differ significantly from these estimates. | ||||||||||||
Basis of Consolidation | ||||||||||||
The consolidated financial statements include our accounts and those of our wholly-owned domestic and foreign subsidiaries. Intercompany transactions and balances have been eliminated. | ||||||||||||
Revenue Recognition | ||||||||||||
We derive revenue from the following sources: (1) software license agreements, including royalty and other usage-based arrangements, (2) professional services, (3) hosting services and (4) post-contract customer support ("PCS"). Our hosting services are generally provided through on-demand, usage-based or per transaction fee arrangements. Generally we recognize revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the fee is fixed or determinable and (iv) collectibility is probable. Our revenue recognition policies for these revenue streams are discussed below. | ||||||||||||
The sale and/or license of software products and technology is deemed to have occurred when a customer either has taken possession of or has access to take immediate possession of the software or technology. In select situations, we sell or license intellectual property in conjunction with, or in place of, embedding our intellectual property in software. We also have non-software arrangements including hosting services where the customer does not take possession of the software at the outset of the arrangement either because they have no contractual right to do so or because significant penalties preclude them from doing so. | ||||||||||||
Revenue from royalties on sales of our software products by original equipment manufacturers (“OEMs”), where no services are included, is recognized in the quarter earned so long as we have been notified by the OEM that such royalties are due, and provided that all other revenue recognition criteria are met. | ||||||||||||
Software arrangements generally include PCS, which includes telephone support and the right to receive unspecified upgrades/enhancements on a when-and-if-available basis, typically for one to five years. Revenue from PCS is generally recognized ratably on a straight-line basis over the term that the maintenance service is provided. When PCS renews automatically, we provide a reserve based on historical experience for contracts expected to be canceled for non-payment. All known and estimated cancellations are recorded as a reduction to revenue and accounts receivable. | ||||||||||||
For our software and software-related multiple element arrangements, where customers purchase both software related products and software related services, we use vendor-specific objective evidence (“VSOE”) of fair value for software and software-related services to separate the elements and account for them separately. VSOE exists when a company can support what the fair value of its software and/or software-related services is based on evidence of the prices charged when the same elements are sold separately. VSOE of fair value is required, generally, in order to separate the accounting for various elements in a software and related services arrangement. We have established VSOE of fair value for the majority of our PCS, professional services, and training. | ||||||||||||
When we provide professional services considered essential to the functionality of the software, we recognize revenue from the professional services as well as any related software licenses on a percentage-of-completion basis whereby the arrangement consideration is recognized as the services are performed, as measured by an observable input. In these circumstances, we separate license revenue from professional service revenue for income statement presentation by allocating VSOE of fair value of the professional services as professional services and hosting revenue and the residual portion as product and licensing revenue. We generally determine the percentage-of-completion by comparing the labor hours incurred to-date to the estimated total labor hours required to complete the project. We consider labor hours to be the most reliable, available measure of progress on these projects. Adjustments to estimates to complete are made in the periods in which facts resulting in a change become known. When the estimate indicates that a loss will be incurred, such loss is recorded in the period identified. Significant judgments and estimates are involved in determining the percent complete of each contract. Different assumptions could yield materially different results. | ||||||||||||
We offer some of our products via a Software-as-a-Service ("SaaS") model also known as a hosted model. In this type of arrangement, we are compensated in two ways: (1) fees for up-front set-up of the service environment and (2) fees charged on a usage or per transaction basis. Our up-front set-up fees are nonrefundable. We recognize the up-front set-up fees ratably over the longer of the contract lives, or the expected lives of the customer relationships. The on-demand, usage-based or per transaction fees are due and payable as each individual transaction is processed through the hosted service and is recognized as revenue in the period the services are provided. | ||||||||||||
We enter into multiple-element arrangements that may include a combination of our various software related and non-software related products and services offerings including software licenses, PCS, professional services, and our hosting services. In such arrangements we allocate total arrangement consideration to software or software-related elements and any non-software element separately based on the selling price hierarchy group following the guidance in ASC 985-605 and our policies. We determine the selling price for each deliverable using VSOE of selling price, if it exists, or Third Party Evidence (“TPE”) of selling price. Typically, we are unable to determine TPE of selling price. Therefore, when neither VSOE nor TPE of selling price exist for a deliverable, we use our Estimate of Selling Price (“ESP”) for the purposes of allocating the arrangement consideration. We determine ESP for a product or service by considering multiple factors including, but not limited to, major project groupings, market conditions, competitive landscape, price list and discounting practices. Revenue allocated to each element is then recognized when the basic revenue recognition criteria are met for each element. | ||||||||||||
When products are sold through distributors or resellers, title and risk of loss generally passes upon shipment, at which time the transaction is invoiced and payment is due. Shipments to distributors and resellers without right of return are recognized as revenue upon shipment, provided all other revenue recognition criteria are met. Certain distributors and resellers have been granted rights of return for as long as the distributors or resellers hold the inventory. We cannot use historical returns from these distributors and resellers as a basis upon which to estimate future sales returns. As a result, we recognize revenue from sales to these distributors and resellers when the products are sold through to retailers and end-users. | ||||||||||||
When products are sold directly to retailers or end-users, we make an estimate of sales returns based on historical experience. The provision for these estimated returns is recorded as a reduction of revenue and accounts receivable at the time that the related revenue is recorded. If actual returns differ significantly from our estimates, such differences could have a material impact on our results of operations for the period in which the actual returns become known. | ||||||||||||
We record consideration given to a reseller as a reduction of revenue to the extent we have recorded cumulative revenue from the customer or reseller. However, when we receive an identifiable benefit in exchange for the consideration, and can reasonably estimate the fair value of the benefit received, the consideration is recorded as an operating expense. | ||||||||||||
We record reimbursements received for out-of-pocket expenses as revenue, with offsetting costs recorded as cost of revenue. Out-of-pocket expenses generally include, but are not limited to, expenses related to transportation, lodging and meals. We record shipping and handling costs billed to customers as revenue with offsetting costs recorded as cost of revenue. | ||||||||||||
Deferred revenue at September 30, 2013 and 2012 was as follows (dollars in thousands): | ||||||||||||
September 30, | September 30, | |||||||||||
2013 | 2012 | |||||||||||
Current Liabilities: | ||||||||||||
Deferred maintenance revenue | $ | 134,213 | $ | 114,036 | ||||||||
Unearned revenue | 119,540 | 92,574 | ||||||||||
Total current deferred revenue | $ | 253,753 | $ | 206,610 | ||||||||
Long-term Liabilities: | ||||||||||||
Deferred maintenance revenue | $ | 51,784 | $ | 43,763 | ||||||||
Unearned revenue | 109,039 | 64,718 | ||||||||||
Total long-term deferred revenue | $ | 160,823 | $ | 108,481 | ||||||||
Business Combinations | ||||||||||||
We determine and allocate the purchase price of an acquired company to the tangible and intangible assets acquired and liabilities assumed as of the business combination date. Results of operations and cash flows of acquired companies are included in our operating results from the date of acquisition. The purchase price allocation process requires us to use significant estimates and assumptions, including fair value estimates, as of the business combination date including: | ||||||||||||
• | estimated fair values of intangible assets; | |||||||||||
• | estimated fair market values of legal performance commitments to customers, assumed from the acquiree under existing contractual obligations (classified as deferred revenue); | |||||||||||
• | estimated fair market values of stock awards assumed from the acquiree that are included in the purchase price; | |||||||||||
• | estimated fair market value of required payments under contingent consideration provisions; | |||||||||||
• | estimated income tax assets and liabilities assumed from the acquiree; and | |||||||||||
• | estimated fair value of pre-acquisition contingencies assumed from the acquiree. | |||||||||||
While we use our best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the business combination date, our estimates and assumptions are inherently uncertain and subject to refinement. As a result, during the purchase price allocation period, which is generally one year from the business combination date, we record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. For changes in the valuation of intangible assets between preliminary and final purchase price allocation, the related amortization is adjusted effective from the acquisition date. Subsequent to the purchase price allocation period, any adjustment to assets acquired or liabilities assumed is included in operating results in the period in which the adjustment is determined. | ||||||||||||
Goodwill and Indefinite-Lived Intangible Assets | ||||||||||||
Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. Goodwill and intangible assets with indefinite lives are not amortized, but rather the carrying amounts of these assets are reviewed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Our annual impairment assessment date is July 1 of each fiscal year. Goodwill is evaluated for impairment based on a comparison of the fair value of our reporting units to their recorded carrying values. We have six reporting units based on the level of information provided to, and review thereof, by our segment management. | ||||||||||||
We determine fair values for each of the reporting units using an income approach. When available and appropriate, we also use a comparative market approach to derive the fair values. For purposes of the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk adjusted rate. We use our internal forecasts to estimate future cash flows and include an estimate of long-term future growth rates based on our most recent views of the long-term outlook for each business. Actual results may differ from those assumed in our forecasts. We derive our discount rates using a capital asset pricing model and analyzing published rates for industries relevant to our reporting units to estimate the cost of equity financing. We use discount rates that are commensurate with the risks and uncertainty inherent in the respective businesses and in our internally developed forecasts. Discount rates used in our reporting unit valuations ranged from 12.0% to 17.5%. For purposes of the market approach, we use a valuation technique in which values are derived based on market prices of comparable publicly traded companies. We also use a market based valuation technique in which values are determined based on relevant observable information generated by market transactions involving comparable businesses. We assess each valuation methodology based upon the relevance and availability of the data at the time we perform the valuation and weight the methodologies appropriately. The carrying values of the reporting units were determined based on an allocation of our assets and liabilities through specific allocation of certain assets and liabilities to the reporting units and an apportionment method based on relative size of the reporting units’ revenues and operating expenses compared to the Company as a whole. Certain corporate assets and liabilities that are not instrumental to the reporting units’ operations and would not be transferred to hypothetical purchasers of the reporting units were excluded from the reporting units’ carrying values. | ||||||||||||
Long-Lived Assets | ||||||||||||
Our long-lived assets consist principally of acquired intangible assets and land, building and equipment. Land, building and equipment are stated at cost. Building and equipment are depreciated over their estimated useful lives. Leasehold improvements are depreciated over the shorter of the related lease term or the estimated useful life. Costs of significant improvements on existing software for internal use are capitalized and depreciated over the estimated useful life. Depreciation is computed using the straight-line method. Repair and maintenance costs are expensed as incurred. The cost and related accumulated depreciation of sold or retired assets are removed from the accounts and any gain or loss is included in operations. | ||||||||||||
We include in our amortizable intangible assets those intangible assets acquired in our business and asset acquisitions, including certain technology that is licensed from third parties. We amortize acquired intangible assets with finite lives over the estimated economic lives of the assets, generally using the straight-line method except where the pattern of the expected economic benefit is readily identifiable, primarily customer relationship intangibles, whereby amortization follows that pattern. Each period, we evaluate the estimated remaining useful life of acquired and licensed intangible assets, as well as land, buildings and equipment, to determine whether events or changes in circumstances warrant a revision to the remaining period of depreciation or amortization. | ||||||||||||
We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset or asset group may not be recoverable. We assess the recoverability of the asset or asset group based on the undiscounted future cash flows the assets are expected to generate, and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the assets plus net proceeds expected from disposition of the assets, if any, are less than the carrying value of the assets. If an asset or asset group is deemed to be impaired, the amount of the impairment loss, if any, represents the excess of the asset or asset group’s carrying value compared to its estimated fair value. | ||||||||||||
Cash and Cash Equivalents | ||||||||||||
Cash and cash equivalents consists of cash on hand, including money market funds and time deposits with original maturities of 90 days or less. | ||||||||||||
Marketable Securities and Minority Investments | ||||||||||||
Marketable Securities: Marketable securities consist of time deposits and high-quality corporate debt instruments with stated maturities of more than 90 days. Investments are classified as available-for-sale and are recorded on the balance sheet at fair value with unrealized gains or losses reported as a separate component of accumulated other comprehensive income, net of tax. As of September 30, 2013, the total cost basis of our marketable securities was $38.7 million. | ||||||||||||
Minority Investment: We record investments in other companies, where we do not have a controlling interest or significant influence in the equity investment, at cost within other assets in our consolidated balance sheet. We review our investments for impairment whenever declines in estimated fair value are deemed to be other-than-temporary. | ||||||||||||
Accounts Receivable Allowances | ||||||||||||
Allowances for Doubtful Accounts: We maintain an allowance for doubtful accounts for the estimated probable losses on uncollectible accounts receivable. The allowance is based upon the credit worthiness of our customers, our historical experience, the age of the receivable and current market and economic conditions. Receivables are written off against these allowances in the period they are determined to be uncollectible. | ||||||||||||
Allowances for Sales Returns: We maintain an allowance for sales returns from customers for which we have the ability to estimate returns based on historical experience. The returns allowance is recorded as a reduction in revenue and accounts receivable at the time the related revenue is recorded. Receivables are written off against the allowance in the period the return is received. | ||||||||||||
For the years ended September 30, 2013, 2012 and 2011, the activity related to accounts receivable allowances was as follows (dollars in thousands): | ||||||||||||
Allowance for Doubtful Accounts | Allowance for Sales Returns | |||||||||||
Balance at October 1, 2010 | $ | 6,301 | $ | 6,829 | ||||||||
Bad debt provision | 1,332 | — | ||||||||||
Write-offs, net of recoveries | (1,926 | ) | — | |||||||||
Revenue adjustments, net | — | (596 | ) | |||||||||
Balance at September 30, 2011 | $ | 5,707 | $ | 6,233 | ||||||||
Bad debt provisions | 2,706 | — | ||||||||||
Write-offs, net of recoveries | (1,480 | ) | — | |||||||||
Revenue adjustments, net | — | 3,635 | ||||||||||
Balance at September 30, 2012 | $ | 6,933 | $ | 9,868 | ||||||||
Bad debt provisions | 4,781 | — | ||||||||||
Write-offs, net of recoveries | (3,185 | ) | — | |||||||||
Revenue adjustments, net | — | (4,208 | ) | |||||||||
Balance at September 30, 2013 | $ | 8,529 | $ | 5,660 | ||||||||
Inventories | ||||||||||||
Inventories are stated at the lower of cost, computed using the first-in, first-out method, or market value and are included in other current assets. We regularly review inventory quantities on hand and record a provision for excess and/or obsolete inventory primarily based on future purchase commitments with our suppliers, and the estimated utility of our inventory as well as other factors including technological changes and new product development. | ||||||||||||
Inventories, net of allowances, consisted of the following (dollars in thousands): | ||||||||||||
September 30, | September 30, | |||||||||||
2013 | 2012 | |||||||||||
Components and parts | $ | 11,504 | $ | 7,562 | ||||||||
Finished products | 3,212 | 3,813 | ||||||||||
$ | 14,716 | $ | 11,375 | |||||||||
Accounting for Collaboration Agreements | ||||||||||||
Healthcare Collaboration Agreement | ||||||||||||
In June 2011, we entered into an agreement with a large healthcare provider to acquire certain data for $10.0 million, to be used in a joint development project. In addition, under the terms of the arrangement we will be reimbursed for certain research and development costs related to specified product development projects with the objective of commercializing the resulting products. All intellectual property derived from these research and development efforts will be owned by us. Upon product introduction, we will pay royalties to this party based on the actual sales. At the end of five years, the party can elect to continue with the arrangement, receiving royalties on future sales, or receive a buy-out payment from us and forgo future royalties. The buy-out payment is calculated based on a number of factors including the net cash flows received and paid by the parties, as well as a minimum return on those net cash flows. As of September 30, 2013, we have estimated that no payment will be required if the buy-out option is exercised in 2016. | ||||||||||||
As of the execution of the above arrangement, we have other arrangements where we have sold and will continue to sell our products and services to this party. As a result, under the guidance of ASC 605, Revenue Recognition, we are required to reduce the revenue recognized by the amount we pay to this customer, up to our historical revenue recorded from them. We have therefore reduced reported revenue by $10.0 million for the fiscal year ended September 30, 2011. | ||||||||||||
The above development arrangement will be accounted for in accordance with ASC 730, Research and Development. Accordingly, any buy-out obligation will be recorded as a liability and any reimbursement of the research and development costs in excess of the buy-out obligation will be recorded as an offset to research and development costs. Royalties paid to this party upon commercialization of any products from these development efforts will be recorded as a reduction to revenue in accordance with ASC 605. For fiscal year ended September 30, 2013 and September 30, 2012, $2.2 million and $5.8 million respectively of expense reimbursement has been recorded as a reduction in research and development expense. In April 2013, we signed Amendment No. 1 to the agreement. Under terms of the amendment, funding for future research and development expenses ended effective September 30, 2013. | ||||||||||||
Intellectual Property Collaboration Agreements | ||||||||||||
In order to gain access to a third party’s extensive speech recognition technology, natural language and semantic processing technology, in fiscal 2010 and 2011, we entered into intellectual property collaboration agreements with terms up to six years. Generally, the agreements call for annual payments in cash or shares of our common stock, at our election. The final payments under the current agreements are due in 2014 and total $3.8 million. Depending on the agreement, some or all intellectual property derived from these collaborations will be jointly owned by the two parties. For the majority of the developed intellectual property, we will have sole rights to commercialize such intellectual property for periods ranging between two to six years, depending on the agreement. We issued 1.1 million and 1.0 million shares of our common stock for payments totaling $22.5 million and $23.4 million in each of the fiscal years ending in 2013 and 2012, respectively. | ||||||||||||
The payments are recorded as a prepaid asset when made, and will be expensed ratably over the contractual period. For the years ended September 30, 2013, 2012 and 2011, we have recognized $20.6 million, $21.0 million, and $19.8 million as research and development expense, respectively, related to these agreements in our consolidated statements of operations. | ||||||||||||
Research and Development Costs | ||||||||||||
Research and development costs related to software that is or will be sold or licensed externally to third-parties, or for which a substantive plan exists to sell or license such software in the future, incurred subsequent to the establishment of technological feasibility, but prior to the general release of the product, are capitalized and amortized to cost of revenue over the estimated useful life of the related products. We have determined that technological feasibility is reached shortly before the general release of our software products. Costs incurred after technological feasibility is established have not been material. We expense research and development costs as incurred. | ||||||||||||
Acquisition-Related Costs, net | ||||||||||||
Acquisition-related costs (income) include those costs related to business and other acquisitions, including potential acquisitions. These costs consist of (i) transition and integration costs, including retention payments, transitional employee costs and earn-out payments treated as compensation expense, as well as the costs of integration-related activities including services provided by third-parties; (ii) professional service fees, including third-party costs related to the acquisitions, and legal and other professional service fees associated with disputes and regulatory matters related to acquired entities; and (iii) adjustments to acquisition-related items that are required to be marked to fair value each reporting period, such as contingent consideration, and other items related to acquisitions for which the measurement period has ended. The following is a summary of acquisition-related costs (income) reported for the years ended September 30, 2013, 2012 and 2011, respectively (dollars in thousands): | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Transition and integration costs | $ | 28,302 | $ | 9,888 | $ | 3,361 | ||||||
Professional service fees | 20,381 | 48,401 | 18,030 | |||||||||
Acquisition-related adjustments | (18,998 | ) | 457 | 475 | ||||||||
Total | $ | 29,685 | $ | 58,746 | $ | 21,866 | ||||||
Included in Acquisition-related adjustments for the year ended September 30, 2013, is income of $17.8 million related to the elimination of a contingent liability established in the original allocation of purchase price for an acquisition closed in fiscal 2007 following the expiration of the applicable statute of limitations. As a result, we have eliminated the contingent liability, and included the adjustment in acquisition-related costs, net in our consolidated statements of operations. | ||||||||||||
Advertising Costs | ||||||||||||
Advertising costs are expensed as incurred and are classified as sales and marketing expenses. Cooperative advertising programs reimburse customers for marketing activities for certain of our products, subject to defined criteria. Cooperative advertising obligations are accrued and expensed at the same time the related revenue is recognized. Cooperative advertising expenses are recorded as expense to the extent that an advertising benefit separate from the revenue transaction can be identified and the cash paid does not exceed the fair value of that advertising benefit received. Any excess of cash paid over the fair value of the advertising benefit received is recorded as a reduction in revenue. We incurred advertising costs of $52.1 million, $48.2 million and $35.2 million for fiscal 2013, 2012 and 2011, respectively. | ||||||||||||
Convertible Debt | ||||||||||||
We separately account for the liability (debt) and equity (conversion option) components of our convertible debt instruments that require or permit settlement in cash upon conversion in a manner that reflects our nonconvertible debt borrowing rate at the time of issuance. The equity components of our convertible debt instruments are recorded to stockholders’ equity with an offsetting debt discount. The debt discount created is amortized to interest expense in our consolidated statement of operations using the effective interest method over the expected term of the convertible debt. | ||||||||||||
Income Taxes | ||||||||||||
Deferred tax assets and liabilities are determined based on differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. We do not provide for U.S. income taxes on the undistributed earnings of our foreign subsidiaries, which we consider to be indefinitely reinvested outside of the U.S. | ||||||||||||
We make judgments regarding the realizability of our deferred tax assets. The balance sheet carrying value of our net deferred tax assets is based on whether we believe that it is more likely than not that we will generate sufficient future taxable income to realize these deferred tax assets after consideration of all available evidence. We regularly review our deferred tax assets for recoverability considering historical profitability, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. In assessing the need for a valuation allowance, we consider both positive and negative evidence related to the likelihood of realization of the deferred tax assets. The weight given to the positive and negative evidence is commensurate with the extent to which the evidence may be objectively verified. As such, it is generally difficult for positive evidence regarding projected future taxable income exclusive of reversing taxable temporary differences to outweigh objective negative evidence of recent financial reporting losses. Generally, cumulative loss in recent years is a significant piece of negative evidence that is difficult to overcome in determining that a valuation allowance is not needed. | ||||||||||||
As of September 30, 2013, valuation allowances have been established for all U.S. and for certain foreign deferred tax assets, which we believe do not meet the “more likely than not” criteria for recognition. If we are subsequently able to utilize all or a portion of the deferred tax assets for which a valuation allowance has been established, then we may be required to recognize these deferred tax assets through the reduction of the valuation allowance which could result in a material benefit to our results of operations in the period in which the benefit is determined. | ||||||||||||
Comprehensive Income (Loss) | ||||||||||||
Pursuant to our adoption of Accounting Standard Update No. 2011-05, Comprehensive Income (Topic 220) - Presentation of Comprehensive Income and Accounting Standards Update No. 2011-12, Comprehensive Income (Topic 220) - Deferral of the Effective Date for Amendments to the Presentation of Reclassification of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05, we elected to present separate consolidated statements of comprehensive income for fiscal 2013, 2012, and 2011. | ||||||||||||
For the purposes of comprehensive income (loss) disclosures, we do not record tax provisions or benefits for the net changes in the foreign currency translation adjustment, as we intend to reinvest undistributed earnings in our foreign subsidiaries permanently. | ||||||||||||
The components of accumulated other comprehensive income (loss), reflected in the consolidated statements of stockholders’ equity, consisted of the following (dollars in thousands): | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Foreign currency translation adjustment | $ | 7,788 | $ | (3,456 | ) | $ | 4,320 | |||||
Unrealized losses on marketable securities | — | — | (12 | ) | ||||||||
Net unrealized gains on cash flow hedge derivatives | — | — | 20 | |||||||||
Net unrealized losses on post-retirement benefits | (975 | ) | (3,574 | ) | (1,926 | ) | ||||||
Total | $ | 6,813 | $ | (7,030 | ) | $ | 2,402 | |||||
Concentration of Risk | ||||||||||||
Financial instruments that potentially subject us to significant concentrations of credit risk principally consist of cash, cash equivalents, marketable securities and trade accounts receivable. We place our cash and cash equivalents and marketable securities with financial institutions with high credit ratings. As part of our cash and investment management processes, we perform periodic evaluations of the credit standing of the financial institutions with whom we maintain deposits, and have not recorded any credit losses to-date. For trade accounts receivable, we perform ongoing credit evaluations of our customers’ financial condition and limit the amount of credit extended when deemed appropriate. At September 30, 2013 and 2012, no customer accounted for greater than 10% of our net accounts receivable balance or 10% of our revenue for fiscal 2013, 2012 or 2011. | ||||||||||||
Fair Value of Financial Instruments | ||||||||||||
Financial instruments including cash equivalents, marketable securities, accounts receivable, accounts payable, and derivative instruments, are carried in the financial statements at amounts that approximate their fair value based on the short maturities of those instruments. Refer to Note 10 for discussion of the fair value of our long-term debt. | ||||||||||||
Foreign Currency Translation | ||||||||||||
We have significant foreign operations and transact business in various foreign currencies. In general, the functional currency of a foreign operation is the local country’s currency. Non-functional currency monetary balances are re-measured into the functional currency of the subsidiary with any related gain or loss recorded in other income (expense), net, in the accompanying consolidated statements of operations. Assets and liabilities of operations outside the United States, for which the functional currency is the local currency, are translated into United States dollars using period-end exchange rates. Revenues and expenses are translated at the average exchange rates in effect during each fiscal month during the year. The effects of foreign currency translation adjustments are included as a component of accumulated other comprehensive income (loss) in the accompanying consolidated balance sheets. Foreign currency transaction (losses) gains included in other income (expense), net for fiscal 2013, 2012, and 2011 were $(0.5) million, $0.6 million, and $(1.1) million, respectively. | ||||||||||||
Financial Instruments and Hedging Activities | ||||||||||||
We utilize derivative instruments to hedge specific financial risks such as interest rate and foreign exchange risk. We do not engage in speculative hedging activity. In order for us to account for a derivative instrument as a hedge, specific criteria must be met, including: (i) ensuring at the inception of the hedge that formal documentation exists for both the hedging relationship and the entity’s risk management objective and strategy for undertaking the hedge and (ii) at the inception of the hedge and on an ongoing basis, the hedging relationship is expected to be highly effective in achieving offsetting changes in fair value attributed to the hedged risk during the period that the hedge is designated. Further, an assessment of effectiveness is required whenever financial statements or earnings are reported. Absent meeting these criteria, changes in fair value are recognized in other income (expense), net, in the consolidated statements of operations. Once the underlying forecasted transaction is realized, the gain or loss from the derivative designated as a hedge of the transaction is reclassified from accumulated other comprehensive income (loss) to the statement of operations, in the appropriate revenue or expense caption. Any ineffective portion of the derivatives designated as cash flow hedges is recognized in current earnings. We report cash flows arising from derivative financial instruments designated as fair value or cash flow hedges consistent with the classification of the cash flows from the underlying hedged items that these derivatives are hedging. Cash flows from derivatives that do not qualify as hedges are generally reported in cash flows from investing activities. Cash payments or cash receipts on security price guarantees related to changes in the price of our own stock as discussed in Note 11, are reported as cash flows from financing activities. | ||||||||||||
Accounting for Stock-Based Compensation | ||||||||||||
We account for stock-based compensation to employees and directors, including grants of employee stock options, purchases under employee stock purchase plans, and restricted awards through recognition of the fair value of the share-based awards as a charge against earnings in the form of stock-based compensation. We recognize stock-based compensation expense over the requisite service period, net of estimated forfeitures. We recognize benefits from stock-based compensation in equity using the with-and-without approach for the utilization of tax attributes. | ||||||||||||
Net (Loss) Income Per Share | ||||||||||||
We compute net (loss) income per share in accordance with the two-class method. Under the two-class method, basic net income per share is computed by dividing the net income available to common stockholders by the weighted-average number of common shares outstanding during the period. Net losses are not allocated to preferred stockholders. We have determined that the Series B convertible preferred stock outstanding as of September 30, 2012 and 2011, represented a participating security and as such the preferred shares are excluded from basic earnings per share. | ||||||||||||
Diluted net (loss) income per share is computed using the more dilutive of (a) the two-class method, or (b) the if-converted method. We allocate net income first to preferred stockholders based on dividend rights and then to common and preferred stockholders based on ownership interests. The weighted-average number of common shares outstanding gives effect to all potentially dilutive common equivalent shares, including outstanding stock options and restricted stock, shares held in escrow, contingently issuable shares under earn-out agreements once earned, warrants, and potential issuance of stock upon conversion of our 2.75% Convertible Debentures. The convertible debentures are considered Instrument C securities due to the fact that only the excess of the conversion value on the date of conversion can be paid in our common shares; the principal portion of the conversion must be paid in cash. Therefore, only the shares of common stock potentially issuable with respect to the excess of the conversion value over its principal amount, if any, is considered as dilutive potential common shares for purposes of calculating diluted net (loss) income per share. | ||||||||||||
The following table sets forth the computation for basic and diluted net (loss) income per share for the years ended September 30, 2013, 2012 and 2011 (dollars in thousands, except per share amounts): | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Numerator: | ||||||||||||
Basic | ||||||||||||
Net (loss) income | $ | (115,238 | ) | $ | 207,135 | $ | 38,238 | |||||
Allocation of undistributed earnings to preferred stockholders | — | (2,381 | ) | (445 | ) | |||||||
Net (loss) income available to common stockholders — basic | $ | (115,238 | ) | $ | 204,754 | $ | 37,793 | |||||
Diluted | ||||||||||||
Net (loss) income available to common stockholders — diluted | $ | (115,238 | ) | $ | 207,135 | $ | 38,238 | |||||
Denominator: | ||||||||||||
Basic | ||||||||||||
Weighted average common shares outstanding | 313,587 | 306,371 | 302,277 | |||||||||
Diluted | ||||||||||||
Weighted average common shares outstanding — basic | 313,587 | 306,371 | 302,277 | |||||||||
Weighted average effect of dilutive common equivalent shares: | ||||||||||||
Assumed conversion of Series B Preferred Stock | — | 3,562 | 3,562 | |||||||||
Employee stock compensation plans | — | 6,074 | 8,457 | |||||||||
Warrants | — | 2,094 | 1,499 | |||||||||
Convertible Debt | — | 2,558 | — | |||||||||
Other contingently issuable shares | — | 163 | 165 | |||||||||
Weighted average common shares outstanding — diluted | 313,587 | 320,822 | 315,960 | |||||||||
Net (loss) income per share: | ||||||||||||
Basic | $ | (0.37 | ) | $ | 0.67 | $ | 0.13 | |||||
Diluted | $ | (0.37 | ) | $ | 0.65 | $ | 0.12 | |||||
Common equivalent shares are excluded from the computation of diluted net (loss) income per share if their effect is anti-dilutive. Potentially dilutive common equivalent shares aggregating to 13.6 million shares, 3.2 million shares and 3.2 million shares for the years ended September 30, 2013, 2012 and 2011, respectively, have been excluded from the computation of diluted net (loss) income per share because their inclusion would be anti-dilutive. | ||||||||||||
Recently Issued Accounting Standards | ||||||||||||
In July 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists" (ASU 2013-11) to provide guidance on the presentation of unrecognized tax benefits. ASU 2013-11 requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows: to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. ASU 2013-11 is effective for us in our first quarter of fiscal 2015 with earlier adoption permitted. ASU 2013-11 should be applied prospectively with retroactive application permitted. We do not believe that this will have a material impact on our consolidated financial statements. | ||||||||||||
In February 2013, the Financial Accounting Standards Board issued Accounting Standards Update No. 2013-02, “Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income,” which amends Accounting Standards Codification 220, “Comprehensive Income.” The amended guidance requires entities to provide information about the amounts reclassified out of accumulated other comprehensive income by component. Additionally, entities are required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. The amended guidance does not change the current requirements for reporting net income or other comprehensive income. The amendment is effective prospectively for annual periods, and interim periods within those annual periods, beginning after December 15, 2012. We believe adoption of this new guidance will not have a material impact on our financial statements as these updates have an impact on presentation only. |
Business_Acquisitions
Business Acquisitions | 12 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||||||
Weighted average life (Years) | ' | |||||||||||||||||||
Business Acquisitions | ||||||||||||||||||||
Fiscal 2013 Acquisitions | ||||||||||||||||||||
On May 31, 2013, we acquired TGT for total consideration of $83.3 million in cash, including a purchase price adjustment as specified in the asset purchase agreement. TGT provides cloud-based infotainment and communications solutions to the automotive industry. The transaction was structured as an asset acquisition, and therefore the goodwill is expected to be deductible for tax purposes. The results of operations for TGT are included in our Mobile and Consumer segment from the acquisition date. | ||||||||||||||||||||
In October 2012, we acquired JA Thomas for cash consideration totaling approximately $244.8 million together with a deferred payment of $25.0 million contingent on the continued employment of certain key executives. The deferred payment will be recorded as compensation expense over the requisite employment period, and included in acquisition-related costs, net in our consolidated statements of operations. JA Thomas provides Clinical Documentation Improvement solutions to hospitals, primarily in the U.S., and the results of operations are included in our Healthcare segment from the acquisition date. In accordance with the JA Thomas stock purchase agreement, we reached an agreement with the sellers to treat this transaction as an asset purchase, and therefore the goodwill is expected to be deductible for tax purposes. | ||||||||||||||||||||
During fiscal 2013, we acquired several other businesses for total purchase consideration of $251.6 million. These acquisitions are not individually material and were made in each of our segments. These acquisitions are treated as stock purchases, and the goodwill resulting from these acquisitions is not expected to be deductible for tax purposes. | ||||||||||||||||||||
The results of operations of these acquisitions have been included in our financial results from the applicable acquisition date. A summary of the preliminary allocation of the purchase consideration for our fiscal 2013 acquisitions is as follows (dollars in thousands): | ||||||||||||||||||||
TGT | JA Thomas | Other Fiscal 2013 Acquisitions | ||||||||||||||||||
Purchase consideration: | ||||||||||||||||||||
Cash | $ | 83,330 | $ | 244,777 | $ | 251,108 | ||||||||||||||
Fair value of contingent consideration | — | — | 450 | |||||||||||||||||
Total purchase consideration | $ | 83,330 | $ | 244,777 | $ | 251,558 | ||||||||||||||
Allocation of the purchase consideration: | ||||||||||||||||||||
Cash | $ | — | $ | 3,555 | $ | 18,004 | ||||||||||||||
Accounts receivable (a) | 8,895 | 8,293 | 17,190 | |||||||||||||||||
Goodwill | 42,742 | 163,880 | 124,230 | |||||||||||||||||
Identifiable intangible assets (b) | 33,600 | 71,310 | 109,175 | |||||||||||||||||
Other assets | 10,330 | 2,935 | 29,150 | |||||||||||||||||
Total assets acquired | 95,567 | 249,973 | 297,749 | |||||||||||||||||
Current liabilities | (1,452 | ) | (3,033 | ) | (9,788 | ) | ||||||||||||||
Deferred tax liability | — | (1,474 | ) | (35,346 | ) | |||||||||||||||
Other long term liabilities | (10,785 | ) | (689 | ) | (1,057 | ) | ||||||||||||||
Total liabilities assumed | (12,237 | ) | (5,196 | ) | (46,191 | ) | ||||||||||||||
Net assets acquired | $ | 83,330 | $ | 244,777 | $ | 251,558 | ||||||||||||||
(a) | Accounts receivable have been recorded at their estimated fair values and the fair value reserve was not material. | |||||||||||||||||||
(b) | The following are the identifiable intangible assets acquired and their respective weighted average useful lives, as determined based on preliminary valuations (dollars in thousands): | |||||||||||||||||||
TGT | JA Thomas | Other Fiscal 2013 Acquisitions | ||||||||||||||||||
Amount | Weighted | Amount | Weighted | Amount | Weighted | |||||||||||||||
Average | Average | Average | ||||||||||||||||||
Life | Life | Life | ||||||||||||||||||
(Years) | (Years) | (Years) | ||||||||||||||||||
Core and completed technology | $ | 7,700 | 7 | $ | 3,920 | 5 | $ | 33,653 | 6.6 | |||||||||||
Customer relationships | 25,900 | 9 | 66,100 | 11 | 71,970 | 10.9 | ||||||||||||||
Trade names | — | — | 1,290 | 7 | 3,122 | 6.6 | ||||||||||||||
Non-Compete agreements | — | — | — | — | 430 | 2.8 | ||||||||||||||
Total | $ | 33,600 | $ | 71,310 | $ | 109,175 | ||||||||||||||
The fair value estimates for the assets acquired and liabilities assumed for acquisitions completed during fiscal 2013 were based upon preliminary calculations and valuations, and our estimates and assumptions for each of these acquisitions are subject to change as we obtain additional information during the respective measurement periods (up to one year from the respective acquisition dates). The primary areas of preliminary estimates that were not yet finalized related to certain receivables and liabilities acquired and identifiable intangible assets. | ||||||||||||||||||||
Fiscal 2012 Acquisitions | ||||||||||||||||||||
On June 1, 2012, we acquired all of the outstanding capital stock of Vlingo for net cash consideration of $196.3 million, which excludes the amounts we received as a security holder of Vlingo, as described below. Vlingo provides technology that turns spoken words into action by combining speech recognition and natural language processing technology to understand the user's intent and take the appropriate action. The acquisition is treated as a stock purchase for accounting purposes, and the goodwill resulting from this acquisition is not expected to be deductible for tax purposes. The results of operations for Vlingo are included in our Mobile and Consumer Segment from the acquisition date. | ||||||||||||||||||||
On April 26, 2012, we acquired all of the outstanding capital stock of Transcend, a provider of medical transcription and editing services. The aggregate consideration payable to the former stockholders of Transcend was $332.3 million. The acquisition is treated as a stock purchase for accounting purposes, and the goodwill resulting from this acquisition is not expected to be deductible for tax purposes. The results of operations for Transcend are included in our Healthcare segment from the acquisition date. | ||||||||||||||||||||
During fiscal 2012, we acquired three additional businesses for total cash consideration of $355.6 million. The most significant of these other acquisitions was Quantim, for which we paid total consideration of $230.2 million, and is included in our Healthcare segment. The results of operations of these acquisitions have been included in our consolidated results from their respective acquisition dates. The goodwill resulting from these transactions is not expected to be deductible for tax purposes. | ||||||||||||||||||||
A summary of the final allocation of the purchase consideration for Vlingo, Transcend and our other fiscal 2012 acquisitions is as follows (dollars in thousands): | ||||||||||||||||||||
Vlingo | Transcend | Other Fiscal 2012 Acquisitions | ||||||||||||||||||
Purchase consideration: | ||||||||||||||||||||
Cash | $ | 196,304 | $ | 332,253 | $ | 339,194 | ||||||||||||||
Fair value of contingent consideration | — | — | 16,444 | |||||||||||||||||
Fair value of prior investment (a) | 28,696 | — | — | |||||||||||||||||
Total purchase consideration | $ | 225,000 | $ | 332,253 | $ | 355,638 | ||||||||||||||
Allocation of the purchase consideration: | ||||||||||||||||||||
Cash | $ | — | $ | 6,255 | $ | 10,194 | ||||||||||||||
Accounts receivable(b) | 5,904 | 16,766 | 51,564 | |||||||||||||||||
Goodwill (c) | 189,420 | 214,209 | 208,102 | |||||||||||||||||
Identifiable intangible assets(d) | 29,382 | 142,160 | 144,900 | |||||||||||||||||
Other assets | 6,274 | 17,714 | 9,707 | |||||||||||||||||
Total assets acquired | 230,980 | 397,104 | 424,467 | |||||||||||||||||
Current liabilities | (5,980 | ) | (21,583 | ) | (8,544 | ) | ||||||||||||||
Deferred tax liability | — | (41,000 | ) | (57,247 | ) | |||||||||||||||
Other long term liabilities | — | (2,268 | ) | (3,038 | ) | |||||||||||||||
Total liabilities assumed | (5,980 | ) | (64,851 | ) | (68,829 | ) | ||||||||||||||
Net assets acquired | $ | 225,000 | $ | 332,253 | $ | 355,638 | ||||||||||||||
(a) | In October 2009, we acquired $15.0 million of convertible preferred securities of Vlingo. We have recognized a gain of $13.7 million included in other (expense) income, net, in year ended September 30, 2012, reflecting the fair value adjustment as a result of the conversion of our original investment in the non-controlling interest upon the closing of the Vlingo acquisition. | |||||||||||||||||||
(b) | Accounts receivable have been recorded at their estimated fair values, which consists of the gross accounts receivable assumed of $88.0 million, reduced by a fair value reserve of $13.8 million representing the portion of contractually owed accounts receivable which we do not expect to be collected. | |||||||||||||||||||
(c) | At the time of the Vlingo acquisition, we ascribed significant value to future new customer relationships, future technologies that could be developed, as well as synergies and other benefits that do not meet the recognition criteria of acquired identifiable intangible assets. Accordingly, the value of these components is included within goodwill. | |||||||||||||||||||
(d) | The following are the identifiable intangible assets acquired and their respective weighted average useful lives, as determined based on final valuations (dollars in thousands): | |||||||||||||||||||
Vlingo | Transcend | Other Fiscal 2012 Acquisitions | ||||||||||||||||||
Amount | Weighted | Amount | Weighted | Amount | Weighted | |||||||||||||||
Average | Average | Average | ||||||||||||||||||
Life | Life | Life | ||||||||||||||||||
(Years) | (Years) | (Years) | ||||||||||||||||||
Core and completed technology | $ | 5,362 | 5.4 | $ | 5,410 | 5 | $ | 45,300 | 7.9 | |||||||||||
Customer relationships | 23,200 | 14 | 130,260 | 13 | 90,400 | 11.5 | ||||||||||||||
Trade name | 30 | 1 | 4,480 | 4 | 9,000 | 8.2 | ||||||||||||||
Non-Compete agreements | 790 | 3 | 2,010 | 3 | 200 | 3 | ||||||||||||||
Total | $ | 29,382 | $ | 142,160 | $ | 144,900 | ||||||||||||||
Fiscal 2011 Acquisitions | ||||||||||||||||||||
On June 16, 2011, we acquired all of the outstanding capital stock of SVOX, a Swiss based seller of speech recognition, dialog, and text-to-speech software products for the automotive, mobile and consumer electronics industries in our Mobile and Consumer segment. Total purchase consideration was €87.0 million which consists of cash consideration of €57.0 million ($80.9 million based on the exchange rate as of the date of acquisition) and aggregate deferred acquisition payments of €30.0 million ($41.5 million based on the exchange rate as of the date of acquisition). The deferred acquisition payment is payable in cash or shares of our common stock, at our option; €8.3 million of the deferred acquisition payment was paid in cash in June 2012 and the remaining cash payment of €21.7 million was made in December 2012. The acquisition is treated as a stock purchase for accounting purposes, and the goodwill resulting from this acquisition is not expected to be deductible for tax purposes. The results of operations of SVOX have been included in our results of operations from the acquisition date. | ||||||||||||||||||||
On June 15, 2011, we acquired all of the outstanding capital stock of Equitrac, a leading provider of print management solutions, to expand the offerings of our Imaging segment, for cash consideration of approximately $162.0 million. The acquisition is treated as a stock purchase for accounting purposes, and the goodwill resulting from this acquisition is not expected to be deductible for tax purposes. The results of operations of Equitrac have been included in our results of operations from the acquisition date. | ||||||||||||||||||||
A summary of the final allocation of the purchase consideration for Equitrac and SVOX is as follows (dollars in thousands): | ||||||||||||||||||||
Equitrac | SVOX | |||||||||||||||||||
Purchase consideration: | ||||||||||||||||||||
Cash | $ | 161,950 | $ | 80,919 | ||||||||||||||||
Deferred acquisition payment | — | 41,456 | ||||||||||||||||||
Total purchase consideration | $ | 161,950 | $ | 122,375 | ||||||||||||||||
Allocation of the purchase consideration: | ||||||||||||||||||||
Cash | $ | 115 | $ | — | ||||||||||||||||
Accounts receivable(a) | 9,931 | 3,663 | ||||||||||||||||||
Inventory | 2,462 | — | ||||||||||||||||||
Goodwill | 90,077 | 86,767 | ||||||||||||||||||
Identifiable intangible assets(b) | 91,900 | 42,165 | ||||||||||||||||||
Other assets | 12,144 | 2,728 | ||||||||||||||||||
Total assets acquired | 206,629 | 135,323 | ||||||||||||||||||
Current liabilities | (6,368 | ) | (9,663 | ) | ||||||||||||||||
Deferred tax liability | (38,311 | ) | (3,285 | ) | ||||||||||||||||
Total liabilities assumed | (44,679 | ) | (12,948 | ) | ||||||||||||||||
Net assets acquired | $ | 161,950 | $ | 122,375 | ||||||||||||||||
_______________________________________ | ||||||||||||||||||||
(a) | Accounts receivable have been recorded at their estimated fair values, which consists of the gross accounts receivable assumed of $15.4 million, reduced by a fair value reserve of $1.8 million representing the portion of contractually owed accounts receivable which we do not expect to be collected. | |||||||||||||||||||
(b) | The following are the identifiable intangible assets acquired and their respective weighted average useful lives, as determined based on final valuations (dollars in thousands): | |||||||||||||||||||
Equitrac | SVOX | |||||||||||||||||||
Amount | Weighted | Amount | Weighted | |||||||||||||||||
Average | Average | |||||||||||||||||||
Life (Years) | Life (Years) | |||||||||||||||||||
Customer relationships | $ | 55,800 | 15 | $ | 35,612 | 13.4 | ||||||||||||||
Core and completed technology | 22,000 | 7 | 6,268 | 5 | ||||||||||||||||
Trade name | 14,100 | 10 | 285 | 3 | ||||||||||||||||
Total | $ | 91,900 | $ | 42,165 | ||||||||||||||||
Other Fiscal 2011 Acquisitions | ||||||||||||||||||||
During fiscal 2011, we acquired three additional businesses, primarily to expand our product offerings and enhance our technology base. The results of operations of these acquisitions have been included in our consolidated results from their respective acquisition dates. The total consideration for these acquisitions was $157.1 million, paid in cash. In allocating the total purchase consideration for these acquisitions based on estimated fair values, we recorded $94.4 million of goodwill and $57.8 million of identifiable intangible assets. Intangible assets acquired included primarily customer relationships and core and completed technology with weighted average useful lives of 12.4 years. The goodwill resulting from these transactions is not expected to be deductible for tax purposes. |
Pro_Forma_Results_Unaudited
Pro Forma Results (Unaudited) | 12 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Disclosure Pro Forma Results Of Operations [Abstract] | ' | |||||||
Pro Forma Results (Unaudited) | ' | |||||||
Pro Forma Results (Unaudited) | ||||||||
The following table shows unaudited pro forma results of operations as if we had acquired TGT, Vlingo, and Transcend on October 1, 2011 (dollars in thousands, except per share amounts): | ||||||||
2013 | 2012 | |||||||
Revenue | $ | 1,862,132 | $ | 1,737,501 | ||||
Net (loss) income | $ | (131,630 | ) | $ | 193,742 | |||
Net (loss) income per share (diluted) | $ | (0.42 | ) | $ | 0.6 | |||
We have not furnished pro forma financial information relating to our other fiscal 2013 and 2012 acquisitions because such information is not material, individually or in the aggregate, to our financial results. The unaudited pro forma results of operations are not necessarily indicative of the actual results that would have occurred had the transactions actually taken place at the beginning of the periods indicated. |
Contingent_Acquisition_Payment
Contingent Acquisition Payments | 12 Months Ended |
Sep. 30, 2013 | |
Business Combinations [Abstract] | ' |
Contingent Acquisition Payments | ' |
Contingent Acquisition Payments | |
Earn-out Payments | |
The fair value of any contingent consideration is established at the acquisition date and included in the total purchase price. The contingent consideration is then adjusted to fair value as an increase or decrease in current earnings in each reporting period. | |
In connection with our acquisition of JA Thomas in October 2012, we agreed to make deferred payments to the former shareholders of JA Thomas of up to $25.0 million, payable in cash or shares of our common stock, at our option. The payment is due in October 2014 and is contingent upon the continued employment of certain named executives and certain other conditions. The contingent payments will be reduced by amounts specified in the merger agreement in the event that any of the named executives terminates their employment prior to the payment date. The portion of the deferred payment that is payable to the named executives will be recognized as compensation expense over the two year employment period and included in acquisition-related costs, net in our consolidated statements of operations. | |
In connection with our acquisition of Swype, Inc. ("Swype") in October 2011, we agreed to make deferred payments to the former shareholders of Swype of up to $25.0 million in April 2013, contingent upon the continued employment of three named executives and certain other conditions. The contingent payments were subject to reduction by amounts specified in the merger agreement in the event that any of the three executives terminated employment prior to the payment date or if any losses occurred to which we would be entitled to indemnification under the merger agreement. The portion of the deferred payment that was payable to the three named executives was recognized as compensation expense over the 18 month employment period and included in acquisition-related costs, net, in our consolidated statements of operations. The remaining liability due to the other shareholders was included in the total purchase consideration and was recorded at its estimated fair value at the acquisition date of $16.4 million. In April 2013, upon completion of the required employment condition, we made a cash payment of $25.0 million to the former shareholders of Swype. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 12 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||
Goodwill and Intangible Assets | ' | |||||||||||||||||||
Goodwill and Intangible Assets | ||||||||||||||||||||
The changes in the carrying amount of goodwill for our reportable segments for fiscal years 2013 and 2012 were as follows (dollars in thousands): | ||||||||||||||||||||
Healthcare | Mobile and Consumer | Enterprise | Imaging | Total | ||||||||||||||||
Balance as of September 30, 2011 | $ | 672,649 | $ | 1,018,415 | $ | 500,240 | $ | 156,576 | $ | 2,347,880 | ||||||||||
Acquisitions | 354,795 | 252,192 | — | 8,906 | 615,893 | |||||||||||||||
Purchase accounting adjustments | — | (2,265 | ) | (1,042 | ) | 2,638 | (669 | ) | ||||||||||||
Effect of foreign currency translation | (2,776 | ) | (2,476 | ) | (2,365 | ) | (10 | ) | (7,627 | ) | ||||||||||
Balance as of September 30, 2012 | $ | 1,024,668 | $ | 1,265,866 | $ | 496,833 | $ | 168,110 | $ | 2,955,477 | ||||||||||
Acquisitions | 232,545 | 47,597 | 17,372 | 33,338 | 330,852 | |||||||||||||||
Dispositions | (712 | ) | — | (731 | ) | — | (1,443 | ) | ||||||||||||
Purchase accounting adjustments | (588 | ) | (3,829 | ) | — | 265 | (4,152 | ) | ||||||||||||
Effect of foreign currency translation | 1,314 | 4,001 | 6,495 | 654 | 12,464 | |||||||||||||||
Balance as of September 30, 2013 | $ | 1,257,227 | $ | 1,313,635 | $ | 519,969 | $ | 202,367 | $ | 3,293,198 | ||||||||||
Intangible assets consist of the following as of September 30, 2013 and 2012, which includes $98.8 million and $108.8 million of licensed technology, respectively (dollars in thousands): | ||||||||||||||||||||
September 30, 2013 | ||||||||||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Weighted Average Remaining Life (Years) | |||||||||||||||||
Customer relationships | $ | 1,072,993 | $ | (423,442 | ) | $ | 649,551 | 9.4 | ||||||||||||
Technology and patents | 445,331 | (188,585 | ) | 256,746 | 5.3 | |||||||||||||||
Trade names, trademarks, and other | 63,651 | (18,661 | ) | 44,990 | 8.3 | |||||||||||||||
Non-competition agreements | 3,981 | (1,990 | ) | 1,991 | 1.5 | |||||||||||||||
Total | $ | 1,585,956 | $ | (632,678 | ) | $ | 953,278 | 8.2 | ||||||||||||
September 30, 2012 | ||||||||||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Weighted Average Remaining Life (Years) | |||||||||||||||||
Customer relationships | $ | 957,043 | $ | (364,161 | ) | $ | 592,882 | 9.7 | ||||||||||||
Technology and patents | 461,356 | (198,689 | ) | 262,667 | 5.8 | |||||||||||||||
Trade names, trademarks, and other | 60,080 | (12,239 | ) | 47,841 | 9.1 | |||||||||||||||
Non-competition agreements | 5,144 | (1,996 | ) | 3,148 | 2.4 | |||||||||||||||
Total | $ | 1,483,623 | $ | (577,085 | ) | $ | 906,538 | 8.5 | ||||||||||||
Amortization expense for acquired technology and patents is included in the cost of revenue from amortization of intangible assets in the accompanying statements of operations and amounted to $63.6 million, $60.0 million and $55.1 million in fiscal 2013, 2012 and 2011, respectively. Amortization expense for customer relationships, trade names, trademarks, and other, and non-competition agreements is included in operating expenses and amounted to $105.3 million, $95.4 million and $88.2 million in fiscal 2013, 2012 and 2011, respectively. | ||||||||||||||||||||
Estimated amortization expense for each of the five succeeding years as of September 30, 2013, is as follows (dollars in thousands): | ||||||||||||||||||||
Year Ending September 30, | Cost of Revenue | Other Operating Expenses | Total | |||||||||||||||||
2014 | $ | 57,714 | $ | 104,143 | $ | 161,857 | ||||||||||||||
2015 | 53,927 | 97,028 | 150,955 | |||||||||||||||||
2016 | 47,644 | 87,048 | 134,692 | |||||||||||||||||
2017 | 38,610 | 74,368 | 112,978 | |||||||||||||||||
2018 | 27,899 | 55,736 | 83,635 | |||||||||||||||||
Thereafter | 30,952 | 278,209 | 309,161 | |||||||||||||||||
Total | $ | 256,746 | $ | 696,532 | $ | 953,278 | ||||||||||||||
Accounts_Receivable
Accounts Receivable | 12 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Receivables [Abstract] | ' | |||||||
Accounts Receivable | ' | |||||||
Accounts Receivable | ||||||||
Accounts receivable consisted of the following (dollars in thousands): | ||||||||
September 30, 2013 | September 30, 2012 | |||||||
Trade accounts receivable | $ | 375,044 | $ | 369,585 | ||||
Unbilled accounts receivable under long-term contracts | 21,886 | 28,633 | ||||||
Gross accounts receivable | 396,930 | 398,218 | ||||||
Less — allowance for doubtful accounts | (8,529 | ) | (6,933 | ) | ||||
Less — allowance for sales returns | (5,660 | ) | (9,868 | ) | ||||
Accounts receivable, net | $ | 382,741 | $ | 381,417 | ||||
Land_Building_and_Equipment_Ne
Land, Building and Equipment, Net | 12 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||
Land, Building and Equipment, Net | ' | ||||||||||
Land, Building and Equipment, Net | |||||||||||
Land, building and equipment, net consisted of the following (dollars in thousands): | |||||||||||
Useful Life | September 30, 2013 | September 30, 2012 | |||||||||
(In years) | |||||||||||
Land | — | $ | 2,400 | $ | 2,400 | ||||||
Building | 30 | 5,456 | 5,456 | ||||||||
Machinery and equipment | 5-Mar | 59,941 | 37,706 | ||||||||
Computers, software and equipment | 5-Mar | 210,647 | 173,022 | ||||||||
Leasehold improvements | 7-Feb | 26,357 | 21,963 | ||||||||
Furniture and fixtures | 5 | 14,862 | 12,995 | ||||||||
Construction in progress | — | 1,945 | 1,649 | ||||||||
Subtotal | 321,608 | 255,191 | |||||||||
Less: accumulated depreciation | (178,143 | ) | (139,057 | ) | |||||||
Land, building and equipment, net | $ | 143,465 | $ | 116,134 | |||||||
Depreciation expense for fiscal 2013, 2012 and 2011 was $39.8 million, $31.7 million and $27.6 million, respectively. |
Accrued_Expenses_and_Other_Cur
Accrued Expenses and Other Current Liabilities | 12 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Accrued Liabilities, Current [Abstract] | ' | |||||||
Accrued Expenses and Other Current Liabilities | ' | |||||||
Accrued Expenses and Other Current Liabilities | ||||||||
Accrued expenses and other current liabilities consisted of the following (dollars in thousands): | ||||||||
September 30, 2013 | September 30, 2012 | |||||||
Compensation | $ | 112,756 | $ | 125,180 | ||||
Cost of revenue related liabilities | 17,992 | 12,050 | ||||||
Professional fees | 17,682 | 12,799 | ||||||
Accrued interest payable | 15,879 | 13,859 | ||||||
Acquisition costs and liabilities | 15,722 | 17,258 | ||||||
Sales and marketing incentives | 11,681 | 10,795 | ||||||
Sales and other taxes payable | 10,625 | 8,364 | ||||||
Other | 12,088 | 14,873 | ||||||
Total | $ | 214,425 | $ | 215,178 | ||||
Credit_Facilities_and_Debt
Credit Facilities and Debt | 12 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Credit Facilities and Debt | ' | |||||||
Credit Facilities and Debt | ||||||||
At September 30, 2013 and 2012, we had the following borrowing obligations (dollars in thousands): | ||||||||
September 30, 2013 | September 30, 2012 | |||||||
5.375% Senior Notes due 2020, net of unamortized premium of $5.4 million at September 30, 2013 | $ | 1,055,385 | $ | 700,000 | ||||
2.75% Convertible Debentures due 2031, net of unamortized discount of $113.5 million and $136.4 million, respectively | 576,524 | 553,587 | ||||||
2.75% Convertible Debentures due 2027, net of unamortized discount of $8.8 million and $18.4 million, respectively | 241,206 | 231,552 | ||||||
Credit Facility, net of unamortized original issue discount of $1.2 million at September 30, 2013 | 481,016 | 630,596 | ||||||
Other | — | 170 | ||||||
Total long-term debt | 2,354,131 | 2,115,905 | ||||||
Less: current portion | 246,040 | 380,094 | ||||||
Non-current portion of long-term debt | $ | 2,108,091 | $ | 1,735,811 | ||||
The estimated fair value of our long-term debt approximated $2,458.2 million (face value $2,472.2 million) and $2,522.2 million (face value $2,270.7 million) at September 30, 2013 and 2012, respectively. These fair value amounts represent the value at which our lenders could trade our debt within the financial markets, and do not represent the settlement value of these long-term debt liabilities to us at each reporting date. The fair value of the long-term debt will continue to vary each period based on fluctuations in market interest rates, as well as changes to our credit ratings. The Senior Notes, the Convertible Debentures, and the term loan portion of our Credit Facility are traded and the fair values are based upon traded prices as of the reporting dates. The fair values of each borrowing was estimated using the averages of the bid and ask trading quotes at each respective date. We had no outstanding balance on the revolving credit line portion of our Credit Facility at September 30, 2013 and 2012. | ||||||||
5.375% Senior Notes due 2020 | ||||||||
On October 22, 2012, we issued an additional $350.0 million aggregate principal amount of our 5.375% Senior notes due 2020 (the "Notes"). The Notes were issued pursuant to an indenture agreement dated August 14, 2012, relating to our existing $700 million aggregate principal amount of 5.375% Senior Notes due in 2020, issued in the fourth quarter of fiscal 2012. Total proceeds received, net of issuance costs, were $351.7 million. On October 31, 2012, we used $143.5 million of the net proceeds to pay the term loans under the Credit Facility originally maturing in March 2013. | ||||||||
On August 14, 2012, we issued $700 million aggregate principal amount of 5.375% Senior Notes due on August 15, 2020 in a private placement. The net proceeds from the Notes were approximately $689.1 million, net of issuance costs. The Notes bear interest at 5.375% per year, payable in cash semi-annually in arrears. The ending unamortized deferred debt issuance costs for the total 5.375% Senior Notes at September 30, 2013 and 2012 were $13.0 million and $12.1 million respectively. | ||||||||
The Notes are the unsecured senior obligations of the Company and are guaranteed (the “Guarantees”) on an unsecured senior basis by substantially all of the Company's direct and indirect wholly owned domestic subsidiaries (the “Subsidiary Guarantors”). The Notes and Guarantees rank equally in right of payment with all of the Company's and the Subsidiary Guarantors' existing and future unsecured senior debt and rank senior in right of payment to all of the Company's and the Subsidiary Guarantors' future unsecured subordinated debt. The Notes and Guarantees effectively rank junior to all secured debt of the Company and the Subsidiary Guarantors to the extent of the value of the collateral securing such debt and to all liabilities, including trade payables, of the Company's subsidiaries that have not guaranteed the Notes. | ||||||||
At any time before August 15, 2016, we may redeem all or a portion of the Notes at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus a “make-whole” premium and accrued and unpaid interest to, but excluding, the redemption date. At any time on or after August 15, 2016, we may redeem all or a portion of the Notes at certain redemption prices expressed as percentages of the principal amount, plus accrued and unpaid interest to, but excluding, the redemption date. At any time and from time to time before August 15, 2015, we may redeem up to 35% of the aggregate outstanding principal amount of the Notes with the net cash proceeds received by the Company from certain equity offerings at a price equal to 105.375%, plus accrued and unpaid interest to, but excluding, the redemption date, provided that the redemption occurs no later than the 120 days after the closing of the related equity offering, and at least 50% of the original aggregate principal amount of the Notes remains outstanding immediately thereafter. | ||||||||
Upon the occurrence of certain asset sales or a change in control, we must offer to repurchase the Notes at a price equal to 100%, in the case of an asset sale, or 101%, in the case of a change of control, of the principal amount plus accrued and unpaid interest to, but excluding, the repurchase date. | ||||||||
2.75% Convertible Debentures due 2031 | ||||||||
On October 24, 2011, we sold $690 million of 2.75% Convertible Debentures due in 2031 (the “2031 Debentures”) in a private placement. Total proceeds, net of debt issuance costs, were $676.1 million. The 2031 Debentures bear interest at 2.75% per year, payable in cash semi-annually in arrears. The 2031 Debentures mature on November 1, 2031, subject to the right of the holders to require us to redeem the 2031 Debentures on November 1, 2017, 2021, and 2026. | ||||||||
ASC 470-20, Debt with Conversion and Other Options, requires us to allocate the proceeds to the liability component based on the fair value determined at the issuance date with the remainder allocated to the conversion right and recorded in stockholders' equity. We initially allocated $533.6 million to long-term debt, and $156.4 million has been recorded as additional paid-in capital. The aggregate debt discount is being amortized to interest expense using the effective interest rate method through November 2017. As of September 30, 2013 and 2012, the ending unamortized discount was $113.5 million and 136.4 million, respectively and the ending unamortized deferred debt issuance costs were $7.3 million and $9.1 million, respectively. The 2031 Debentures are general senior unsecured obligations and rank equally in right of payment with all of our existing and future unsecured, unsubordinated indebtedness and senior in right of payment to any indebtedness that is contractually subordinated to the 2031 Debentures. The 2031 Debentures will be effectively subordinated to indebtedness and other liabilities of our subsidiaries. | ||||||||
If converted, the principal amount of the 2031 Debentures is payable in cash and any amounts payable in excess of the principal amount will (based on an initial conversion rate, which represents an initial conversion price of approximately $32.30 per share, subject to adjustment) be paid in cash or shares of our common stock, at our election, only in the following circumstances and to the following extent: (i) on any date during any fiscal quarter (and only during such fiscal quarter) if the closing sale price of our common stock was more than 130% of the then current conversion price for at least 20 trading days in the period of the 30 consecutive trading days ending on the last trading day of the previous fiscal quarter; (ii) during the five consecutive business-day period following any five consecutive trading-day period in which the trading price for $1,000 principal amount of the 2031 Debentures for each day during such five trading-day period was less than 98% of the closing sale price of our common stock multiplied by the then current conversion rate; (iii) upon the occurrence of specified corporate transactions, as described in the indenture for the 2031 Debentures; or (iv) at the option of the holder at any time on or after May 1, 2031. Additionally, we may redeem the 2031 Debentures, in whole or in part, on or after November 6, 2017 at par plus accrued and unpaid interest. Each holder shall have the right, at such holder's option, to require us to repurchase all or any portion of the 2031 Debentures held by such holder on November 1, 2017, November 1, 2021, and November 1, 2026 at par plus accrued and unpaid interest. If we undergo a fundamental change (as described in the indenture for the 2031 Debentures) prior to maturity, holders will have the option to require us to repurchase all or any portion of their debentures for cash at a price equal to 100% of the principal amount of the debentures to be purchased plus any accrued and unpaid interest, including any additional interest to, but excluding, the repurchase date. As of September 30, 2013, no conversion triggers were met. If the conversion triggers were met, we could be required to repay all or some of the aggregate principal amount in cash prior to the maturity date. | ||||||||
2.75% Convertible Debentures due 2027 | ||||||||
On August 13, 2007, we issued $250 million of 2.75% convertible senior debentures due in 2027 (“the 2027 Debentures”) in a private placement. Total proceeds, net of debt discount and deferred debt issuance costs were $241.4 million. The 2027 Debentures bear an interest rate of 2.75% per annum, payable semi-annually in arrears, and mature on August 15, 2027 subject to the right of the holders of the 2027 Debentures to require us to redeem the 2027 Debentures on August 15, 2014, 2017 and 2022. In accordance with ASC 470-20, Debt with Conversion and Other Options, the difference of $54.7 million between the fair value of the liability component of the 2027 Debentures and the net proceeds on the date of issuance have been recorded as additional paid-in-capital and as debt discount. The aggregate debt discount is being amortized to interest expense using the effective interest rate method through August 2014. As of September 30, 2013 and 2012, the ending unamortized discount was $8.8 million and $18.4 million, respectively, and the ending unamortized deferred debt issuance costs were $0.8 million and $1.7 million, respectively. The 2027 Debentures are general senior unsecured obligations, ranking equally in right of payment to all of our existing and future unsecured, unsubordinated indebtedness and senior in right of payment to any indebtedness that is contractually subordinated to the 2027 Debentures. The 2027 Debentures are effectively subordinated to our secured indebtedness to the extent of the value of the collateral securing such indebtedness and are structurally subordinated to indebtedness and other liabilities of our subsidiaries. | ||||||||
If converted, the principal amount of the 2027 Debentures is payable in cash and any amounts payable in excess of the principal amount will (based on an initial conversion rate, which represents an initial conversion price of $19.47 per share, subject to adjustment) be paid in cash or shares of our common stock, at our election, only in the following circumstances and to the following extent: (i) on any date during any fiscal quarter (and only during such fiscal quarter) if the closing sale price of our common stock was more than 120% of the then current conversion price for at least 20 trading days in the period of the 30 consecutive trading days ending on the last trading day of the previous fiscal quarter; (ii) during the five consecutive business-day period following any five consecutive trading-day period in which the trading price for $1,000 principal amount of the Debentures for each day during such five trading-day period was less than 98% of the closing sale price of our common stock multiplied by the then current conversion rate; (iii) upon the occurrence of specified corporate transactions, as described in the indenture for the 2027 Debentures; and (iv) at the option of the holder at any time on or after February 15, 2027. Additionally, we may redeem the 2027 Debentures, in whole or in part, on or after August 20, 2014 at par plus accrued and unpaid interest; each holder shall have the right, at such holder’s option, to require us to repurchase all or any portion of the 2027 Debentures held by such holder on August 15, 2014, August 15, 2017 and August 15, 2022. If we undergo a fundamental change (as described in the indenture for the 2027 Debentures) prior to maturity, holders will have the option to require us to repurchase all or any portion of their debentures for cash at a price equal to 100% of the principal amount of the debentures to be purchased plus any accrued and unpaid interest, including any additional interest to, but excluding, the repurchase date. | ||||||||
The 2027 Debentures are puttable at the holders option in August 2014. As a result, we have classified the obligation in current liabilities at September 30, 2013. Our stock price exceeded the conversion threshold price of $23.36 per share for at least 20 days during the 30 consecutive trading days ended September 30, 2012. Accordingly, the 2027 Debentures were convertible at the holders' option during the quarter ended December 31, 2012 and therefore were classified as current liabilities at September 30, 2012. | ||||||||
The difference between the carrying value of the 2027 Debentures and the $250.0 million principal amount reflects the unamortized portion of the original issue discount recognized upon issuance of the notes, which is being amortized over the expected term of the convertible debt. Because the 2027 Debentures were convertible at September 30, 2012 at the holders option, an amount equal to the $18.4 million unamortized portion of the original issue discount was separately classified in our consolidated balance sheets as temporary equity and referred to as “Equity component of currently redeemable convertible debentures.” At September 30, 2013, we have no temporary equity. | ||||||||
Credit Facility | ||||||||
On August 7, 2013, we entered into an amendment agreement to amend and restate our existing amended and restated credit agreement, as previously amended. The credit agreement was originally dated March 31, 2006, and was amended and restated on April 5, 2007, and further amended and restated on July 7, 2011. The amended credit agreement includes a term loan and a $75 million revolving credit line including letters of credit (together, the "Credit Facility"). Of the $483.4 million outstanding term loans originally due March 31, 2016, existing Lenders representing $333.2 million elected to extend the maturity to August 7, 2019 and the balance of the term loans have been assigned to new lenders who have also agreed to the extended maturity date. We accounted for the amendment in accordance with ASC 470-50-40, "Debt - Modifications and Extinguishments”and determined that the amendment should be accounted for as an extinguishment for certain of the lenders participating in the credit facility, based on the new terms of the amended agreement. Of the total balance outstanding at the amendment date, $277.1 million was recorded as extinguished, and the loss on extinguishment was not material. | ||||||||
The extended term loans bear interest, at our option, at a base rate determined in accordance with the amended and restated credit agreement, plus a spread of 1.75%, or a LIBOR rate plus a spread of 2.75%. Also, under terms of the amendment, the maturity date of our $75 million credit facility has been extended from March 31, 2015 to August 7, 2018. The extended revolving loans bear interest, at our option, at a base rate determined in accordance with the Amended and Restated Credit Agreement, plus a spread of 0.50% to 0.75%, or a LIBOR rate plus a spread of 1.50% to 1.75%, in each case determined based on our consolidated net leverage ratio. As of September 30, 2013, there were $6.5 million of letters of credit issued under the revolving credit line and there were no other outstanding borrowings under the revolving credit line. | ||||||||
Under terms of the amended Credit Facility, interest is payable monthly at a rate equal to the applicable margin plus, at our option, either (a) the base rate which is the corporate base rate of Morgan Stanley, the Administrative Agent, or (b) LIBOR (equal to (i) the British Bankers’ Association Interest Settlement Rates for deposits in U.S. dollars divided by (ii) one minus the statutory reserves applicable to such borrowing). The applicable margin for the borrowings is as follows: | ||||||||
Description | Base Rate Margin | LIBOR Margin | ||||||
Term loans maturing August 2019 | 1.75% | 2.75% | ||||||
Revolving facility due August 2018 | 0.50% - 0.75% (a) | 1.50% - 1.75% (a) | ||||||
(a) | The margin is determined based on our net leverage ratio at the date the interest rates are reset on the revolving credit line. | |||||||
At September 30, 2013 the applicable margins were 1.75%, with an effective rate of 2.94%, on the remaining balance of $482.2 million maturing in August 2019. We are required to pay a commitment fee for unutilized commitments under the revolving credit facility at a rate ranging from 0.375% to 0.50% per annum, based upon our leverage ratio. As of September 30, 2013, the commitment fee rate was 0.375%. | ||||||||
We capitalized debt issuance costs related to the Credit Facility and are amortizing the costs to interest expense using the effective interest rate method, through August 2018 for costs associated with the revolving credit facility and through August 2019 for the remainder of the balance. As of September 30, 2013 and 2012, the ending unamortized deferred financing fees were $2.9 million and $4.1 million, respectively. | ||||||||
Principal payments on the term loan of $482.2 million are due in quarterly installments of $1.2 million through August 2019, at which point the remaining balance becomes due. In addition, an annual excess cash flow sweep, as defined in the Credit Facility, is payable in the first quarter of each fiscal year, based on the excess cash flow generated in the previous fiscal year. We have not generated excess cash flows in any period and no additional payments are required. We will continue to evaluate the extent to which a payment is due in the first quarter of future fiscal years based on excess cash flow generation. At the current time, we are unable to predict the amount of the outstanding principal, if any, that may be required to be repaid in future fiscal years pursuant to the excess cash flow sweep provisions. Any term loan borrowings not paid through the baseline repayment, the excess cash flow sweep, or any other mandatory or optional payments that we may make, will be repaid upon maturity. If only the baseline repayments are made, the annual aggregate principal amount of the term loans repaid would be as follows (dollars in thousands): | ||||||||
Year Ending September 30, | Amount | |||||||
2014 | $ | 4,834 | ||||||
2015 | 4,834 | |||||||
2016 | 4,834 | |||||||
2017 | 4,834 | |||||||
2018 | 4,834 | |||||||
Thereafter | 458,040 | |||||||
Total | $ | 482,210 | ||||||
Our obligations under the Credit Facility are unconditionally guaranteed by, subject to certain exceptions, each of our existing and future direct and indirect wholly-owned domestic subsidiaries. The Credit Facility and the guarantees thereof are secured by first priority liens and security interests in the following: 100% of the capital stock of substantially all of our domestic subsidiaries and 65% of the outstanding voting equity interests and 100% of the non-voting equity interests of first-tier foreign subsidiaries, all our material tangible and intangible assets and those of the guarantors, and any present and future intercompany debt. The Credit Facility also contains provisions for mandatory prepayments of outstanding term loans upon receipt of the following, and subject to certain exceptions: 100% of net cash proceeds from asset sales, 100% of net cash proceeds from issuance or incurrence of debt, and 100% of extraordinary receipts. We may voluntarily prepay borrowings under the Credit Facility without premium or penalty other than breakage costs, as defined with respect to LIBOR-based loans. |
Financial_Instruments_and_Hedg
Financial Instruments and Hedging Activities | 12 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||||
Financial Instruments and Hedging Activities | ' | ||||||||||
Financial Instruments and Hedging Activities | |||||||||||
Derivatives not Designated as Hedges | |||||||||||
Forward Currency Contracts | |||||||||||
We operate our business in countries throughout the world and transact business in various foreign currencies. Our foreign currency exposures typically arise from transactions denominated in currencies other than the local functional currency of our operations. We have a hedging program that primarily utilizes foreign currency forward contracts to offset these risks associated with the effect of certain foreign currency exposures. Our program is designed so that increases or decreases in our foreign currency exposures are offset by gains or losses on the foreign currency forward contracts in order to mitigate the risks and volatility associated with our foreign currency transactions. Generally, we enter into contracts for less than 90 days, and at September 30, 2013 and 2012, we had outstanding contracts with a total notional value of $247.8 million and $83.9 million, respectively. | |||||||||||
We have not designated these forward contracts as hedging instruments pursuant to ASC 815, Derivatives and Hedging and accordingly, we recorded the fair value of these contracts at the end of each reporting period in our consolidated balance sheet, with changes in the fair value recorded in earnings as other income (expense), net in our consolidated statement of operations. During the years ended September 30, 2013, 2012 and 2011, we recorded gains (losses) of $2.2 million, $(2.3) million and $(2.3) million, respectively, associated with these contracts. | |||||||||||
Security Price Guarantees | |||||||||||
From time to time we enter into agreements that allow us to issue shares of our common stock as part or all of the consideration related to partnering and technology acquisition activities. Generally these shares are issued subject to security price guarantees which are accounted for as derivatives. We have determined that these instruments would not be considered equity instruments if they were freestanding. The security price guarantees require payment from either us to a third party, or from a third party to us, based upon the difference between the price of our common stock on the issue date and an average price of our common stock approximately six months following the issue date. Changes in the fair value of these security price guarantees are reported in earnings in each period as other income (expense), net. During the years ended September 30, 2013, 2012 and 2011, we recorded $(6.6) million, $8.0 million and $13.2 million, respectively of (losses) gains associated with these contracts and (paid) received cash totaling $(3.8) million, $9.0 million and $9.4 million, respectively, upon the settlement of agreements during the year. | |||||||||||
The following is a summary of the outstanding shares subject to security price guarantees at September 30, 2013 (dollars in thousands): | |||||||||||
Issue Date | Number of Shares Issued | Settlement Date | Total Value of Shares on Issue Date | ||||||||
June 1, 2013 | 193,699 | December 1, 2013 | $ | 3,750 | |||||||
August 15, 2013 | 934,960 | February 15, 2014 | $ | 18,400 | |||||||
The following table provides a quantitative summary of the fair value of our derivative instruments as of September 30, 2013 and 2012 (dollars in thousands): | |||||||||||
Fair Value | |||||||||||
Description | Balance Sheet Classification | September 30, 2013 | September 30, 2012 | ||||||||
Derivatives Not Designated as Hedges: | |||||||||||
Foreign currency contracts | Prepaid expenses and other current assets | $ | 2,201 | $ | 1,047 | ||||||
Security Price Guarantees | Prepaid expenses and other current assets | — | 1,758 | ||||||||
Security Price Guarantees | Accrued expenses and other current liabilities | (1,044 | ) | — | |||||||
Net asset value of non-hedged derivative instruments | $ | 1,157 | $ | 2,805 | |||||||
The following tables summarize the activity of derivative instruments for the fiscal 2013 and 2012 (dollars in thousands): | |||||||||||
Derivatives Not Designated as Hedges for the Fiscal Year Ended September 30 | |||||||||||
Location of Gain (Loss) Recognized in Income | Amount of Gain (Loss) Recognized in Income | ||||||||||
2013 | 2012 | ||||||||||
Foreign currency contracts | Other income, net | $ | 2,182 | $ | (2,324 | ) | |||||
Security price guarantees | Other income, net | $ | (6,603 | ) | $ | 7,997 | |||||
Fair_Value_Measures
Fair Value Measures | 12 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Fair Value Measures | ' | |||||||||||||||
Fair Value Measures | ||||||||||||||||
Fair value is defined as the price that would be received for an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. Valuation techniques must maximize the use of observable inputs and minimize the use of unobservable inputs. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and consider assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. | ||||||||||||||||
ASC 820, Fair Value Measures and Disclosures, establishes a value hierarchy based on three levels of inputs, of which the first two are considered observable and the third is considered unobservable: | ||||||||||||||||
• | Level 1. Quoted prices for identical assets or liabilities in active markets which we can access. | |||||||||||||||
• | Level 2. Observable inputs other than those described as Level 1. | |||||||||||||||
• | Level 3. Unobservable inputs. | |||||||||||||||
Assets and liabilities measured at fair value on a recurring basis at September 30, 2013 and 2012 consisted of (dollars in thousands): | ||||||||||||||||
September 30, 2013 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | ||||||||||||||||
Money market funds(a) | $ | 684,697 | $ | — | $ | — | $ | 684,697 | ||||||||
US government agency securities(a) | 1,000 | — | — | 1,000 | ||||||||||||
Marketable securities, $38,728 at cost (b) | — | 38,728 | — | 38,728 | ||||||||||||
Foreign currency exchange contracts(b) | — | 2,201 | — | 2,201 | ||||||||||||
Total assets at fair value | $ | 685,697 | $ | 40,929 | $ | — | $ | 726,626 | ||||||||
Liabilities: | ||||||||||||||||
Security price guarantees(c) | — | (1,044 | ) | — | (1,044 | ) | ||||||||||
Contingent earn-out(d) | — | — | (450 | ) | (450 | ) | ||||||||||
Total liabilities at fair value | $ | — | $ | (1,044 | ) | $ | (450 | ) | $ | (1,494 | ) | |||||
September 30, 2012 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | ||||||||||||||||
Money market funds(a) | $ | 971,091 | $ | — | $ | — | $ | 971,091 | ||||||||
Time deposits(b) | — | 39,344 | — | 39,344 | ||||||||||||
US government agency securities(a) | 1,000 | — | — | 1,000 | ||||||||||||
Foreign currency exchange contracts(b) | — | 1,047 | — | 1,047 | ||||||||||||
Security price guarantees(c) | — | 1,758 | — | 1,758 | ||||||||||||
Total assets at fair value | $ | 972,091 | $ | 42,149 | $ | — | $ | 1,014,240 | ||||||||
Liabilities: | ||||||||||||||||
Contingent earn-out(d) | — | — | (16,980 | ) | (16,980 | ) | ||||||||||
Total liabilities at fair value | $ | — | $ | — | $ | (16,980 | ) | $ | (16,980 | ) | ||||||
(a) | Money market funds and US government agency securities, included in cash and cash equivalents in the accompanying balance sheet, are valued at quoted market prices in active markets. | |||||||||||||||
(b) | The fair value of our time deposits, marketable securities and foreign currency exchange contracts is based on the most recent observable inputs for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active or are directly or indirectly observable. | |||||||||||||||
(c) | The fair values of the security price guarantees are determined using a modified Black-Scholes model, derived from observable inputs such as US treasury interest rates, our common stock price, and the volatility of our common stock. The valuation model values both the put and call components of the guarantees simultaneously, with the net value of those components representing the fair value of each instrument. | |||||||||||||||
(d) | The fair value of our contingent consideration arrangement is determined based on our evaluation as to the probability and amount of any earn-out that will be achieved based on expected future performance by the acquired entity, as well as our common stock price when the contingent consideration arrangement is payable in shares of our common stock. | |||||||||||||||
The following table provides a summary of changes in fair value of our Level 3 financial instruments for the years ended September 30, 2013 and 2012 (dollars in thousands): | ||||||||||||||||
Amount | ||||||||||||||||
Balance as of September 30, 2011 | $ | 1,358 | ||||||||||||||
Earn-out liability established at time of acquisition | 16,444 | |||||||||||||||
Payments upon settlement | (2,064 | ) | ||||||||||||||
Charges to acquisition-related costs, net | 1,242 | |||||||||||||||
Balance as of September 30, 2012 | $ | 16,980 | ||||||||||||||
Earn-out liability established at time of acquisition | 450 | |||||||||||||||
Payments upon settlement | (17,259 | ) | ||||||||||||||
Charges to acquisition-related costs, net | 279 | |||||||||||||||
Balance as of September 30, 2013 | $ | 450 | ||||||||||||||
Items Measured at Fair Value on a Nonrecurring Basis | ||||||||||||||||
In the fourth quarter of fiscal 2011, we performed our annual impairment test for our goodwill and indefinite lived intangible asset. Our indefinite-lived intangible asset is the Dictaphone trade name used in our Healthcare segment which was acquired in March 2006. A change in marketing strategy became effective in the fourth quarter of fiscal 2011 that will result in rebranding a number of our Healthcare offerings, and we will no longer be using the Dictaphone trade name for any new product offerings. This new marketing strategy caused us to update our revenue forecasts used in estimating the fair value of the trade name. Because the Dictaphone trade name will no longer be used for new product offerings, we adjusted the future revenues associated with the Dictaphone trade name in estimating the fair value of the asset. We calculated the fair value of the Dictaphone trade name using a discounted cash flow model based on the adjusted forecast for the existing customer base using the historical products that continue to use the existing trade name designation. In performing our analysis, we used assumptions that we believe a market participant would utilize in valuing the trade name. We determined the fair value of the Dictaphone trade name to be $16.1 million with an estimated remaining useful life of 15 years as of September 30, 2011 and recorded an impairment of $11.7 million ($1.2 million, net of taxes) in restructuring and other charges, net during fiscal 2011. |
Restructuring_and_Other_Charge
Restructuring and Other Charges, Net | 12 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||||||||||
Restructuring and Other Charges, net | ' | |||||||||||||||
Restructuring and Other Charges, Net | ||||||||||||||||
Fiscal 2013 | ||||||||||||||||
For fiscal 2013, we recorded net restructuring charges of $17.2 million, which included a $14.6 million severance charge related to the elimination of approximately 300 personnel across multiple functions. In addition to the restructuring charges, we recorded a net gain of $0.8 million related to the sales of two immaterial product lines, which is included in restructuring and other charges, net in our consolidated statements of operations. | ||||||||||||||||
Fiscal 2012 | ||||||||||||||||
For fiscal 2012, we recorded net restructuring charges of $7.5 million, which included a $6.7 million severance charge related to the elimination of approximately 160 personnel across multiple functions primarily to eliminate duplicative positions as a result of businesses acquired. | ||||||||||||||||
Fiscal 2011 | ||||||||||||||||
For fiscal 2011, we recorded net restructuring charges of $23.0 million, which consisted primarily of an $11.7 million impairment charge related to our Dictaphone trade name resulting from a recent change in our Healthcare marketing strategy under which we plan to consolidate our brands and will no longer be using the Dictaphone trade name in our new product offerings. In addition, we recorded a $9.1 million charge related to the elimination of approximately 200 personnel across multiple functions primarily to eliminate duplicative positions as a result of businesses acquired during the year and a $1.9 million charge related to the elimination or consolidation of excess facilities. | ||||||||||||||||
The following table sets forth the fiscal 2013, 2012 and 2011 accrual activity relating to restructuring charges (dollars in thousands): | ||||||||||||||||
Personnel | Facilities | Other | Total | |||||||||||||
Balance at October 1, 2010 | $ | 1,838 | $ | 283 | $ | — | $ | 2,121 | ||||||||
Restructuring charges, net | 9,077 | 1,890 | 11,983 | 22,950 | ||||||||||||
Non-cash adjustment | 208 | — | (11,890 | ) | (11,682 | ) | ||||||||||
Cash payments | (6,002 | ) | (1,233 | ) | (93 | ) | (7,328 | ) | ||||||||
Balance at September 30, 2011 | 5,121 | 940 | — | 6,061 | ||||||||||||
Restructuring charges, net | 6,707 | 359 | 400 | 7,466 | ||||||||||||
Cash payments | (10,120 | ) | (1,267 | ) | (400 | ) | (11,787 | ) | ||||||||
Balance at September 30, 2012 | 1,708 | 32 | — | 1,740 | ||||||||||||
Restructuring charges, net | 15,262 | 1,641 | 304 | 17,207 | ||||||||||||
Non-cash adjustment | (452 | ) | — | (304 | ) | (756 | ) | |||||||||
Cash payments | (12,288 | ) | (482 | ) | — | (12,770 | ) | |||||||||
Balance at September 30, 2013 | $ | 4,230 | $ | 1,191 | $ | — | $ | 5,421 | ||||||||
Restructuring charges, net by segment are as follows (dollars in thousands): | ||||||||||||||||
Personnel | Facilities | Other | Total | |||||||||||||
Fiscal Year 2011 | ||||||||||||||||
Healthcare | $ | 419 | $ | — | $ | 11,725 | $ | 12,144 | ||||||||
Mobile and Consumer | 5,091 | — | — | 5,091 | ||||||||||||
Enterprise | 1,867 | 1,304 | — | 3,171 | ||||||||||||
Imaging | 839 | — | — | 839 | ||||||||||||
Corporate | 861 | 586 | 258 | 1,705 | ||||||||||||
Total fiscal year 2011 | $ | 9,077 | $ | 1,890 | $ | 11,983 | $ | 22,950 | ||||||||
Fiscal Year 2012 | ||||||||||||||||
Healthcare | $ | 443 | $ | 61 | $ | — | $ | 504 | ||||||||
Mobile and Consumer | 1,679 | 597 | — | 2,276 | ||||||||||||
Enterprise | 1,262 | — | — | 1,262 | ||||||||||||
Imaging | 184 | — | — | 184 | ||||||||||||
Corporate | 3,139 | (299 | ) | 400 | 3,240 | |||||||||||
Total fiscal year 2012 | $ | 6,707 | $ | 359 | $ | 400 | $ | 7,466 | ||||||||
Fiscal Year 2013 | ||||||||||||||||
Healthcare | $ | 1,742 | $ | 757 | $ | 304 | $ | 2,803 | ||||||||
Mobile and Consumer | 4,124 | 736 | — | 4,860 | ||||||||||||
Enterprise | 3,942 | — | — | 3,942 | ||||||||||||
Imaging | 1,370 | 55 | — | 1,425 | ||||||||||||
Corporate | 4,084 | 93 | — | 4,177 | ||||||||||||
Total fiscal year 2013 | $ | 15,262 | $ | 1,641 | $ | 304 | $ | 17,207 | ||||||||
In connection with certain previous acquisitions in 2003 and 2005, we assumed two individually significant lease obligations that were abandoned prior to the acquisition dates. The fair value of the obligations, net of estimated sublease income, was recognized as a liability assumed by us in the allocation of the final purchase price. The net payments were discounted in calculating the fair value, and the discount is being accrued through the term of the lease. Cash payments, net of sublease receipts are presented as cash flows used in financing activities in the consolidated statements of cash flows. At September 30, 2013, the remaining liability related to the lease obligations was $3.5 million. Total expense related to the lease obligations was $(0.1) million and $0.8 million for the years ended September 30, 2013 and 2012, respectively, and is included in Restructuring and other charges, net in our statements of operations. |
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information | 12 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Supplemental Cash Flow Information [Abstract] | ' | |||||||||||
Supplemental Cash Flow Information | ' | |||||||||||
Supplemental Cash Flow Information | ||||||||||||
Cash paid for Interest and Income Taxes: | ||||||||||||
Year Ended September 30, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(Dollars in thousands) | ||||||||||||
Interest paid | $ | 95,727 | $ | 36,907 | $ | 23,034 | ||||||
Income taxes paid | $ | 18,329 | $ | 13,292 | $ | 15,949 | ||||||
Non Cash Investing and Financing Activities: | ||||||||||||
From time to time, we issue shares of our common stock in connection with our business and asset acquisitions, including shares initially held in escrow. In addition, in connection with certain collaboration agreements we have issued shares of our common stock to our partners in satisfaction of our payment obligations under the terms of the agreements, which is discussed in Note 2. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Stockholders' Equity Note [Abstract] | ' | |||||||||||
Stockholders' Equity | ' | |||||||||||
Stockholders' Equity | ||||||||||||
Stock Repurchases | ||||||||||||
On April 29, 2013, our Board of Directors approved a share repurchase program for up to $500 million of our outstanding shares of common stock. Approximately $315.6 million remained available for stock repurchases as of September 30, 2013 pursuant to our stock repurchase program. We repurchased 9.8 million shares for $184.4 million during the year ended September 30, 2013. These shares were retired upon repurchase. Under the terms of the repurchase program, we expect to continue to repurchase shares from time to time through a variety of methods, which may include open market purchases, privately negotiated transactions, block trades, accelerated stock repurchase transactions, or any combination of such methods. The timing and the amount of any purchases will be determined by management based on an evaluation of market conditions, capital allocation alternatives, and other factors. The share repurchase program does not require us to acquire any specific number of shares and may be modified, suspended, extended or terminated by us at any time without prior notice. | ||||||||||||
Stockholders' Rights Plan | ||||||||||||
On August 19, 2013, the Board of Directors adopted a stockholders' rights plan. Under this plan, the Board of Directors declared a distribution of one right per share of common stock. The rights will become exercisable only following the acquisition by a person or group, without the prior consent of the Board of Directors, of 20% or more of our common stock, or following the announcement of a tender offer or exchange offer to acquire an interest of 20% or more. Each right entitles the holder to purchase one one-thousandth of a share of Series A Preferred Stock, par value $0.001 per share, at an exercise price of $87.00, subject to adjustment. In addition, if the rights become exercisable, the Board may exchange the rights, in whole or in part, for common shares at an exchange ratio of one common share per right. If the rights become exercisable, each right holder will be entitled to purchase, at the exercise price, common stock with a market value equal to twice the exercise price. Should we be acquired, each right would entitle the holder to purchase, at the exercise price, common stock of the acquiring company with a market value equal to twice the exercise price. Any rights owned by the acquiring person or group would become void. The options are redeemable at our option for $0.001 per share at any time before an event that causes the rights to become exercisable. The rights expire on August 19, 2014. | ||||||||||||
Stock Issuances | ||||||||||||
During the year ended September 30, 2013, we issued 234,009 shares of our common stock to the Nuance Foundation, an unconsolidated related-party established to provide grants to educational institutions and other non-profit organizations to advance charitable, scientific, literary and educational purposes. For the years ended September 30, 2013, 2012 and 2011, we issued 1,145,783, 1,010,403 and 1,274,513 shares respectively, of our common stock as consideration under our collaboration agreements, which is discussed in Note 2. | ||||||||||||
Preferred Stock | ||||||||||||
We are authorized to issue up to 40,000,000 shares of preferred stock, par value $0.001 per share. The undesignated shares of preferred stock will have rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, as shall be determined by the Board of Directors upon issuance of the preferred stock. | ||||||||||||
Series A Preferred Stock | ||||||||||||
On August 20, 2013, we eliminated the previous designation of 100,000 shares of the existing Series A Participating Preferred Stock, par value $0.001. No shares of the existing Series A Preferred stock were ever issued or outstanding. On August 20, 2013, we filed a Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock (the "Series A Preferred Stock") with the Secretary of State of Delaware to designate 1,000,000 shares, par value $0.001. The Series A Preferred Stock is entitled to receive dividends equal to the greater of $1.00 and 1,000 times the aggregate per share amount of all dividends declared on our Common Stock. Holders of each share of the Series A Preferred Stock are entitled to 1,000 votes on all matters submitted to a vote of the stockholders of the Corporation, and shall vote as one class. The Series A Preferred Stock is not redeemable, and has the right to certain liquidation preferences over our Common Stock. The Series A Preferred Stock ranks junior to all other series of the Preferred Stock as to the payment of dividends and the distribution of assets. | ||||||||||||
Series B Preferred Stock | ||||||||||||
We have designated 15,000,000 shares as Series B Preferred Stock, par value $0.001 per share. In connection with the acquisition of ScanSoft from Xerox Corporation (“Xerox”), we issued 3,562,238 shares of Series B Preferred Stock to Xerox. On March 19, 2004, we announced that Warburg Pincus, a global private equity firm, had agreed to purchase all outstanding shares of our stock held by Xerox Corporation for approximately $80 million, including the 3,562,238 shares of Series B Preferred Stock. The Series B Preferred Stock is convertible into shares of common stock on a one-for-one basis and has a liquidation preference of $1.30 per share plus all declared but unpaid dividends. The holders of Series B Preferred Stock are entitled to non-cumulative dividends at the rate of $0.05 per annum per share, payable when, and if, declared by the Board of Directors. To date, no dividends have been declared by the Board of Directors. Holders of Series B Preferred Stock have no voting rights, except those rights provided under Delaware law. On September 6, 2013, Warburg Pincus converted 3,562,238 shares of Series B Preferred Stock into an equivalent number of common shares. As of September 30, 2013, there are no outstanding shares of Series B Preferred Stock. | ||||||||||||
Common Stock and Common Stock Warrants | ||||||||||||
We have, from time to time, entered into stock and warrant agreements with Warburg Pincus. In connection with these agreements, we granted Warburg Pincus the right to request that we use commercially reasonable efforts to register some or all of the shares of common stock issued to them under each of their purchase transactions, including shares of common stock underlying the warrants. The following table summarizes the warrants exercised by Warburg Pincus during the three year period ended September 30, 2013: | ||||||||||||
Date | Exercise Price per Share | Warrants Exercised | Total Shares Issued | |||||||||
August 29, 2012 | $ | 11.57 | 3,862,422 | 1,998,547 | ||||||||
February 15, 2012 | $ | 20 | 3,700,000 | 1,077,744 | ||||||||
We have determined that all of our common stock warrants should be classified within the stockholders’ equity section of the accompanying consolidated balance sheets based on the conclusion that the above-noted warrants are indexed to our common stock and are exercisable only into our common stock. As of September 30, 2013, there are no outstanding warrants to purchase shares of our common stock. |
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Share-based Compensation [Abstract] | ' | ||||||||||||
Stock-Based Compensation | ' | ||||||||||||
Stock-Based Compensation | |||||||||||||
We recognize stock-based compensation expense over the requisite service period. Our share-based awards are accounted for as equity instruments. The amounts included in the consolidated statements of operations relating to stock-based compensation are as follows (dollars in thousands): | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Cost of product and licensing | $ | 769 | $ | 137 | $ | 36 | |||||||
Cost of professional services and hosting | 17,924 | 26,409 | 27,814 | ||||||||||
Cost of maintenance and support | 3,537 | 956 | 2,186 | ||||||||||
Research and development | 34,957 | 29,565 | 24,289 | ||||||||||
Selling and marketing | 58,451 | 54,281 | 43,264 | ||||||||||
General and administrative | 43,687 | 63,233 | 49,707 | ||||||||||
Total | $ | 159,325 | $ | 174,581 | $ | 147,296 | |||||||
Stock Options | |||||||||||||
We have share-based award plans under which employees, officers and directors may be granted stock options to purchase our common stock, generally at fair market value. Our plans do not allow for options to be granted at below fair market value, nor can they be re-priced at any time. Options granted under our plans become exercisable over various periods, typically 2 to 4 years and have a maximum term of 10 years. We have also assumed options and option plans in connection with certain of our acquisitions. These stock options are governed by the plans and agreements that they were originally issued under, but are now exercisable for shares of our common stock. | |||||||||||||
The table below summarizes activity relating to stock options for the years ended September 30, 2013, 2012 and 2011: | |||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||
Shares | Average | Average | Intrinsic | ||||||||||
Exercise | Remaining | Value(1) | |||||||||||
Price | Contractual | ||||||||||||
Term | |||||||||||||
Outstanding at September 30, 2010 | 10,703,237 | $ | 8.44 | ||||||||||
Granted | 1,000,000 | $ | 16.44 | ||||||||||
Exercised | (3,866,544 | ) | $ | 6.23 | |||||||||
Forfeited | (90,813 | ) | $ | 12.75 | |||||||||
Expired | (64,161 | ) | $ | 15.03 | |||||||||
Outstanding at September 30, 2011 | 7,681,719 | $ | 10.48 | ||||||||||
Assumed in the acquisition of Vlingo | 345,319 | $ | 7.57 | ||||||||||
Exercised | (1,803,647 | ) | $ | 7.4 | |||||||||
Forfeited | (79,781 | ) | $ | 8.78 | |||||||||
Expired | (4,330 | ) | $ | 8.72 | |||||||||
Outstanding at September 30, 2012 | 6,139,280 | $ | 11.24 | ||||||||||
Exercised | (1,884,330 | ) | $ | 7.23 | |||||||||
Forfeited | (57,290 | ) | $ | 9.1 | |||||||||
Expired | (13,502 | ) | $ | 12.58 | |||||||||
Outstanding at September 30, 2013 | 4,184,158 | $ | 13.08 | 2.9 years | $ | 23.5 | million | ||||||
Exercisable at September 30, 2013 | 4,158,145 | $ | 13.08 | 2.9 years | $ | 23.4 | million | ||||||
Exercisable at September 30, 2012 | 5,994,586 | ||||||||||||
Exercisable at September 30, 2011 | 6,565,907 | ||||||||||||
_______________________________________ | |||||||||||||
-1 | The aggregate intrinsic value on this table was calculated based on the positive difference, if any, between the closing market value of our common stock on September 30, 2013 ($18.68) and the exercise price of the underlying options. | ||||||||||||
As of September 30, 2013, the total unamortized fair value of stock options was $0.3 million with a weighted average remaining recognition period of 1.6 years. A summary of weighted-average grant-date (including assumed options) fair value and intrinsic value of stock options exercised is as follows: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Weighted-average grant-date fair value per share | $ | — | $ | 14.38 | $ | 6.13 | |||||||
Total intrinsic value of stock options exercised (in millions) | $ | 24.9 | $ | 30.9 | $ | 53 | |||||||
We use the Black-Scholes option pricing model to calculate the grant-date fair value of an award. The fair value of the assumed unvested stock options was calculated using a lattice model. There were no stock option grants in fiscal 2013. For fiscal 2012 and 2011, the fair value of the stock options granted and unvested options assumed from acquisitions were calculated using the following weighted-average assumptions: | |||||||||||||
2012 | 2011 | ||||||||||||
Dividend yield | 0 | % | 0 | % | |||||||||
Expected volatility | 46.6 | % | 46.1 | % | |||||||||
Average risk-free interest rate | 1.5 | % | 1.2 | % | |||||||||
Expected term (in years) | 3.5 | 4.1 | |||||||||||
The dividend yield of zero is based on the fact that we have never paid cash dividends and have no present intention to pay cash dividends. Expected volatility is based on the historical volatility of our common stock over the period commensurate with the expected life of the options and the historical implied volatility from traded options with a term of 180 days or greater. The risk-free interest rate is derived from the average U.S. Treasury STRIPS rate during the period, which approximates the rate in effect at the time of grant, commensurate with the expected life of the instrument. We estimate the expected term of options granted based on historical exercise behavior. | |||||||||||||
Restricted Awards | |||||||||||||
We are authorized to issue equity incentive awards in the form of Restricted Awards, including Restricted Units and Restricted Stock, which are individually discussed below. Unvested Restricted Awards may not be sold, transferred or assigned. The fair value of the Restricted Awards is measured based upon the market price of the underlying common stock as of the date of grant, reduced by the purchase price of $0.001 per share of the awards. The Restricted Awards generally are subject to vesting over a period of two to four years, and may have opportunities for acceleration for achievement of defined goals. We also issued certain Restricted Awards with vesting solely dependent on the achievement of specified performance targets. The fair value of the Restricted Awards is amortized to expense over the awards’ applicable requisite service periods using the straight-line method. In the event that the employees’ employment with the Company terminates, or in the case of awards with only performance goals, if those goals are not met, any unvested shares are forfeited and revert to the Company. | |||||||||||||
Restricted Units are not included in issued and outstanding common stock until the shares are vested and released. The table below summarizes activity relating to Restricted Units: | |||||||||||||
Number of Shares | Number of Shares | ||||||||||||
Underlying | Underlying | ||||||||||||
Restricted Units — | Restricted Units — | ||||||||||||
Contingent Awards | Time-Based | ||||||||||||
Awards | |||||||||||||
Outstanding at September 30, 2010 | 2,867,840 | 7,795,114 | |||||||||||
Granted | 1,779,905 | 5,167,589 | |||||||||||
Earned/released | (1,312,136 | ) | (4,977,397 | ) | |||||||||
Forfeited | (380,430 | ) | (699,188 | ) | |||||||||
Outstanding at September 30, 2011 | 2,955,179 | 7,286,118 | |||||||||||
Granted | 3,092,062 | 6,341,627 | |||||||||||
Earned/released | (1,057,207 | ) | (5,474,799 | ) | |||||||||
Forfeited | (319,754 | ) | (412,334 | ) | |||||||||
Outstanding at September 30, 2012 | 4,670,280 | 7,740,612 | |||||||||||
Granted | 3,046,493 | 8,027,067 | |||||||||||
Earned/released | (1,682,164 | ) | (5,886,568 | ) | |||||||||
Forfeited | (447,428 | ) | (785,687 | ) | |||||||||
Outstanding at September 30, 2013 | 5,587,181 | 9,095,424 | |||||||||||
Weighted average remaining recognition period of outstanding Restricted Units | 1.8 years | 1.9 years | |||||||||||
Unearned stock-based compensation expense of outstanding Restricted Units | $72.0 million | $132.6 million | |||||||||||
Aggregate intrinsic value of outstanding Restricted Units(1) | $104.4 million | $170.0 million | |||||||||||
-1 | The aggregate intrinsic value on this table was calculated based on the positive difference between the closing market value of our common stock on September 30, 2013 ($18.68) and the exercise price of the underlying Restricted Units. | ||||||||||||
A summary of weighted-average grant-date fair value, including those assumed in respective periods, and intrinsic value of all Restricted Units vested is as follows: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Weighted-average grant-date fair value per share | $ | 21.51 | $ | 25.11 | $ | 18.74 | |||||||
Total intrinsic value of shares vested (in millions) | $ | 158.6 | $ | 156.7 | $ | 116 | |||||||
Restricted Stock is included in the issued and outstanding common stock in these financial statements at the date of grant. There was no restricted stock activity in fiscal 2011. The table below summarizes activity relating to Restricted Stock for fiscal 2013 and 2012: | |||||||||||||
Number of | Weighted | ||||||||||||
Shares | Average Grant | ||||||||||||
Underlying | Date Fair | ||||||||||||
Restricted Stock | Value | ||||||||||||
Outstanding at September 30, 2011 | — | $ | — | ||||||||||
Granted | 750,000 | $ | 25.8 | ||||||||||
Outstanding at September 30, 2012 | 750,000 | $ | 25.8 | ||||||||||
Granted | 750,000 | $ | 22.32 | ||||||||||
Vested | (500,000 | ) | $ | 24.06 | |||||||||
Outstanding at September 30, 2013 | 1,000,000 | $ | 24.06 | ||||||||||
Weighted average remaining recognition period of outstanding Restricted Stock | 1.6 years | ||||||||||||
Unearned stock-based compensation expense of outstanding Restricted Stock | $19.2 million | ||||||||||||
Aggregate intrinsic value of outstanding Restricted Stock(1) | $18.7 million | ||||||||||||
-1 | The aggregate intrinsic value on this table was calculated based on the positive difference between the closing market value of our common stock on September 30, 2013 ($18.68) and the exercise price of the underlying Restricted Units. | ||||||||||||
A summary of weighted-average grant-date fair value, including those assumed in respective periods, and intrinsic value of all Restricted Stock vested is as follows: | |||||||||||||
2013 | 2012 | ||||||||||||
Weighted-average grant-date fair value per share | $ | 22.32 | $ | 25.8 | |||||||||
Total intrinsic value of shares vested (in millions) | $ | 10 | $ | — | |||||||||
In order to satisfy our employees’ withholding tax liability as a result of the vesting of Restricted Awards, we have historically repurchased shares upon the employees’ vesting. In fiscal 2013, we withheld payroll taxes totaling $59.7 million relating to 2.9 million shares of common stock that were repurchased or canceled. Based on our estimate of the Restricted Awards that will vest or be released in fiscal 2014, and further assuming that one-third of these Restricted Awards would be repurchased or canceled to satisfy the employee’s withholding tax liability (such amount approximating the tax rate of our employees), we would have an obligation to pay cash relating to approximately 1.8 million shares during fiscal 2014. | |||||||||||||
1995 Employee Stock Purchase Plan | |||||||||||||
Our 1995 Employee Stock Purchase Plan (“the Plan”), as amended and restated on January 29, 2010, authorizes the issuance of a maximum of 10,000,000 shares of common stock in semi-annual offerings to employees at a price equal to the lower of 85% of the closing price on the applicable offering commencement date or 85% of the closing price on the applicable offering termination date. Stock-based compensation expense for the employee stock purchase plan is recognized for the fair value benefit accorded to participating employees. At September 30, 2013, we have reserved 1,837,474 shares for future issuance. A summary of the weighted-average grant-date fair value, shares issued and total stock-based compensation expense recognized related to the Plan are as follows: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Weighted-average grant-date fair value per share | $ | 4.79 | $ | 6.84 | $ | 4.63 | |||||||
Total shares issued (in millions) | 1 | 0.8 | 0.9 | ||||||||||
Total stock-based compensation expense (in millions) | $ | 5.1 | $ | 4.6 | $ | 3.7 | |||||||
The fair value of the purchase rights granted under this plan was estimated on the date of grant using the Black-Scholes option-pricing model that uses the following weighted-average assumptions, which were derived in a manner similar to those discussed above relative to stock options: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | |||||||
Expected volatility | 36.9 | % | 42.8 | % | 35.7 | % | |||||||
Average risk-free interest rate | 0.1 | % | 0.2 | % | 0.1 | % | |||||||
Expected term (in years) | 0.5 | 0.5 | 0.5 | ||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||||||
Commitments and Contingencies | ' | ||||||||||||
Commitments and Contingencies | |||||||||||||
Operating Leases | |||||||||||||
We have various operating leases for office space around the world. In connection with many of our acquisitions, we assumed facility lease obligations. Among these assumed obligations are lease payments related to office locations that were vacated by certain of the acquired companies prior to the acquisition date (Note 13). Additionally, certain of our lease obligations have been included in various restructuring charges (Note 13). | |||||||||||||
The following table outlines our gross future minimum payments under all non-cancelable operating leases as of September 30, 2013 (dollars in thousands): | |||||||||||||
Year Ending September 30, | Operating Leases | Other Contractual Obligations Assumed | Total | ||||||||||
2014 | $ | 41,329 | $ | 2,525 | $ | 43,854 | |||||||
2015 | 36,751 | 2,529 | 39,280 | ||||||||||
2016 | 32,086 | 1,048 | 33,134 | ||||||||||
2017 | 24,626 | — | 24,626 | ||||||||||
2018 | 16,919 | — | 16,919 | ||||||||||
Thereafter | 40,214 | — | 40,214 | ||||||||||
Total | $ | 191,925 | $ | 6,102 | $ | 198,027 | |||||||
At September 30, 2013, we have subleased certain office space that is included in the above table to third parties. Total sublease income under contractual terms is $4.6 million and ranges from approximately $0.8 million to $1.9 million on an annual basis through February 2016. | |||||||||||||
Total rent expense was approximately $34.9 million, $26.4 million and $23.5 million for the years ended September 30, 2013, 2012 and 2011, respectively. | |||||||||||||
Litigation and Other Claims | |||||||||||||
Like many companies in the software industry, we have, from time to time, been notified of claims that we may be infringing on, or contributing to the infringement of, the intellectual property rights of others. These claims have been referred to counsel, and they are in various stages of evaluation and negotiation. If it appears necessary or desirable, we may seek licenses for these intellectual property rights. There is no assurance that licenses will be offered by all claimants, that the terms of any offered licenses will be acceptable to us or that in all cases the dispute will be resolved without litigation, which may be time consuming and expensive, and may result in injunctive relief or the payment of damages by us. | |||||||||||||
We do not believe that the resolution of any such claim or litigation will have a material adverse effect on our financial position and results of operations. However, resolution of any such claim or litigation could require significant management time and adversely impact our operating results, financial position and cash flows. | |||||||||||||
Guarantees and Other | |||||||||||||
We include indemnification provisions in the contracts we enter into with customers and business partners. Generally, these provisions require us to defend claims arising out of our products’ infringement of third-party intellectual property rights, breach of contractual obligations and/or unlawful or otherwise culpable conduct. The indemnity obligations generally cover damages, costs and attorneys’ fees arising out of such claims. In most, but not all cases, our total liability under such provisions is limited to either the value of the contract or a specified, agreed upon amount. In some cases our total liability under such provisions is unlimited. In many, but not all, cases, the term of the indemnity provision is perpetual. While the maximum potential amount of future payments we could be required to make under all the indemnification provisions is unlimited, we believe the estimated fair value of these provisions is minimal due to the low frequency with which these provisions have been triggered. | |||||||||||||
We indemnify our directors and officers to the fullest extent permitted by law. These agreements, among other things, indemnify directors and officers for expenses, judgments, fines, penalties and settlement amounts incurred by such persons in their capacity as a director or officer of the company, regardless of whether the individual is serving in any such capacity at the time the liability or expense is incurred. Additionally, in connection with certain acquisitions we have agreed to indemnify the former officers and members of the boards of directors of those companies, on similar terms as described above, for a period of six years from the acquisition date. In certain cases we purchase director and officer insurance policies related to these obligations, which fully cover the six year periods. To the extent that we do not purchase a director and officer insurance policy for the full period of any contractual indemnification, we would be required to pay for costs incurred, if any, as described above. |
Pension_and_Other_PostRetireme
Pension and Other Post-Retirement Benefits | 12 Months Ended |
Sep. 30, 2013 | |
Compensation and Retirement Disclosure [Abstract] | ' |
Pension and Other Postretirement Benefits | ' |
Pension and Other Post-Retirement Benefits | |
Defined Contribution Plans | |
We have established a retirement savings plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”). The 401(k) Plan covers substantially all of our U.S. employees who meet minimum age and service requirements, and allows participants to defer a portion of their annual compensation on a pre-tax basis. Effective July 1, 2003, Company match of employee’s contributions was established. We match 50% of employee contributions up to 4% of eligible salary. Employees who were hired prior to April 1, 2004 were 100% vested into the plan as soon as they started to contribute to the plan. Employees hired on or after April 1, 2004, vest one-third of the contribution annually over a three-year period. Our contributions to the 401(k) Plan totaled $6.1 million, $4.6 million and $3.6 million for fiscal 2013, 2012 and 2011, respectively. We make contributions to various other plans in certain of our foreign operations, total contributions to these plans are not material. | |
Defined Benefit Pension Plans | |
We sponsor certain defined benefit pension plans that are offered primarily by our foreign subsidiaries. Many of these plans were assumed through our acquisitions or are required by local regulatory requirements. We may deposit funds for these plans with insurance companies, third party trustees, or into government-managed accounts consistent with local regulatory requirements, as applicable. Our total defined benefit plan pension expenses were $1.3 million, $0.1 million and $0.3 million for fiscal 2013, 2012 and 2011, respectively. The aggregate projected benefit obligation and aggregate net asset (liability) of our defined benefit plans as of September 30, 2013 was $28.1 million and $0.1 million, respectively, and as of September 30, 2012 was $34.2 million and $(3.2) million, respectively. In fiscal 2013, we settled the obligations under our Canadian defined benefit pension plan through a purchase of annuities. The loss on settlement was $1.5 million, and is included in restructuring and other, net. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||
Income Taxes | ' | |||||||||||
Income Taxes | ||||||||||||
The components of (loss) income before income taxes are as follows (dollars in thousands): | ||||||||||||
Year Ended September 30, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Domestic | $ | (208,592 | ) | $ | (85,897 | ) | $ | 10,197 | ||||
Foreign | 111,912 | 151,199 | 19,820 | |||||||||
(Loss) income before income taxes | $ | (96,680 | ) | $ | 65,302 | $ | 30,017 | |||||
The components of the provision (benefit) for income taxes are as follows (dollars in thousands): | ||||||||||||
Year Ended September 30, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Current: | ||||||||||||
Federal | $ | — | $ | (10,967 | ) | $ | 11,846 | |||||
State | 1,293 | 4,626 | 6,810 | |||||||||
Foreign | 19,737 | 16,055 | 17,013 | |||||||||
21,030 | 9,714 | 35,669 | ||||||||||
Deferred: | ||||||||||||
Federal | 2,759 | (131,889 | ) | (37,453 | ) | |||||||
State | 176 | (7,317 | ) | (243 | ) | |||||||
Foreign | (5,407 | ) | (12,341 | ) | (6,194 | ) | ||||||
(2,472 | ) | (151,547 | ) | (43,890 | ) | |||||||
Provision (benefit) for income taxes | $ | 18,558 | $ | (141,833 | ) | $ | (8,221 | ) | ||||
Effective income tax rate | (19.2 | )% | (217.2 | )% | (27.4 | )% | ||||||
The provision (benefit) for income taxes differed from the amount computed by applying the federal statutory rate to our (loss) income before income taxes as follows (dollars in thousands): | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Federal tax (benefit) provision at statutory rate | $ | (33,838 | ) | $ | 22,856 | $ | 10,506 | |||||
State tax, net of federal benefit | (3,900 | ) | (1,569 | ) | 4,182 | |||||||
Foreign tax rate and other foreign related tax items | 1,086 | (42,087 | ) | 2,831 | ||||||||
Stock-based compensation | 8,816 | 11,870 | 6,459 | |||||||||
Non-deductible expenditures | 1,723 | 5,862 | 10,965 | |||||||||
Change in U.S. and foreign valuation allowance | 35,958 | (145,644 | ) | (44,792 | ) | |||||||
Executive compensation | 3,517 | 4,585 | 3,946 | |||||||||
Other | 5,196 | 2,294 | (2,318 | ) | ||||||||
Provision (benefit) for income taxes | $ | 18,558 | $ | (141,833 | ) | $ | (8,221 | ) | ||||
The effective income tax rate is based upon the income for the year, the composition of the income in different countries, changes relating to valuation allowances for certain countries if and as necessary, and adjustments, if any, for the potential tax consequences, benefits or resolutions of audits or other tax contingencies. Our aggregate income tax rate in foreign jurisdictions is lower than our income tax rate in the United States; substantially all of our income before provision for income taxes from foreign operations has been earned by subsidiaries in Ireland. Our effective tax rate may be adversely affected by earnings being lower than anticipated in countries where we have lower statutory tax rates and higher than anticipated in countries where we have higher statutory tax rates. | ||||||||||||
Included in the fiscal 2013 provision for income taxes is the establishment of a valuation allowance against our net domestic deferred tax assets. During the third quarter of fiscal 2013, we determined that we had new negative evidence related to our domestic deferred tax asset recoverability assessment. This new evidence, resulting from two consecutive quarterly reductions in our earnings forecast during fiscal 2013, primarily due to the continuing shift toward on-demand and ratable product offerings and revenue streams, led us to establish a valuation allowance against our net domestic deferred tax asset. This valuation allowance was offset by the tax benefits from our current year domestic losses and credits. We also recorded a $10.4 million tax provision representing the establishment of the valuation allowance related to our net domestic deferred tax assets at the beginning of the year. | ||||||||||||
The effective income tax rate in fiscal 2013 was also impacted by our foreign operations which are subject to a significantly lower tax rate than the U.S. statutory tax rate. This rate differential is driven by our subsidiaries in Ireland. This lower foreign tax rate differential was offset by the impact of the transfer of intangible property between certain of our foreign subsidiaries with significantly different local statutory tax rates. Although the transfer of intangible property between consolidated entities did not result in any gain in the consolidated results of operations, we generated a taxable gain in certain jurisdictions. The future tax deductions associated with the amortization of the transferred intangibles will be generated in a jurisdiction that will not generate an offsetting tax benefit in future periods. The impact of these additional foreign taxes totaled $27.1 million, and is included in the reported foreign tax rate and other foreign related tax items in our effective tax rate reconciliation table above. Excluding the effect of the transfer of intangible property between consolidated entities, the foreign tax rate and other foreign related tax items in the above effective tax rate reconciliation would have been a benefit of $(26.0) million. | ||||||||||||
Included in fiscal 2012 benefit for income taxes is $145.6 million benefit from releasing the valuation allowance. This includes a net decrease in the valuation allowance of $75.1 million resulting from our acquisitions during fiscal 2012, driven primarily by Transcend and Quantim, for which a net deferred tax liability was recorded in purchase accounting at the time of the acquisitions, resulting in a release of our valuation allowance. This also includes a tax benefit of $70.5 million in connection with the release of the U.S. and certain foreign valuation allowances by the end of fiscal year 2012. The effective income tax rate was also impacted by our foreign operations which are subject to a significantly lower tax rate than the U.S. statutory tax rate. This rate differential is driven by our subsidiaries in Ireland. | ||||||||||||
Included in fiscal 2011 benefit for income taxes is a decrease in the valuation allowance of $34.7 million related to a tax benefit in connection with the Equitrac acquisition for which a net deferred tax liability was recorded in purchase accounting. Additionally, we have released a $10.6 million valuation allowance associated with a previously acquired intangible asset which has been changed from an indefinite life asset to a finite life asset during fiscal 2011. | ||||||||||||
The cumulative amount of undistributed earnings of our foreign subsidiaries amounted to $238.0 million at September 30, 2013. We have not provided any additional federal or state income taxes or foreign withholding taxes on the undistributed earnings; as such earnings have been indefinitely reinvested in the business. Based on our business plan, we expect the cash held overseas will continue to be used for our international operations and therefore do not anticipate repatriating these funds. An estimate of the tax consequences from the repatriation of these earnings is not practicable at this time resulting from the complexities of the utilization of foreign tax credits and other tax assets. | ||||||||||||
Deferred tax assets (liabilities) consist of the following at September 30, 2013 and 2012 (dollars in thousands): | ||||||||||||
2013 | 2012 | |||||||||||
Deferred tax assets: | ||||||||||||
Net operating loss carryforwards | $ | 252,693 | $ | 237,273 | ||||||||
Federal and state credit carryforwards | 28,201 | 22,840 | ||||||||||
Capitalized research and development costs | 7,706 | 5,347 | ||||||||||
Accrued expenses and other reserves | 58,156 | 55,323 | ||||||||||
Difference in timing of revenue related items | — | 13,888 | ||||||||||
Deferred compensation | 35,333 | 43,078 | ||||||||||
Other | 7,045 | 4,422 | ||||||||||
Total deferred tax assets | 389,134 | 382,171 | ||||||||||
Valuation allowance for deferred tax assets | (139,676 | ) | (89,404 | ) | ||||||||
Net deferred tax assets | 249,458 | 292,767 | ||||||||||
Deferred tax liabilities: | ||||||||||||
Difference in timing of revenue related items | (10,133 | ) | — | |||||||||
Depreciation | (27,359 | ) | (26,802 | ) | ||||||||
Convertible debt | (45,607 | ) | (62,012 | ) | ||||||||
Acquired intangibles | (238,172 | ) | (256,939 | ) | ||||||||
Net deferred tax liabilities | $ | (71,813 | ) | $ | (52,986 | ) | ||||||
Reported as: | ||||||||||||
Short-term deferred tax assets | $ | 74,969 | $ | 87,564 | ||||||||
Other assets | 15,992 | 20,064 | ||||||||||
Long-term deferred tax liabilities | (162,774 | ) | (160,614 | ) | ||||||||
Net deferred tax liabilities | $ | (71,813 | ) | $ | (52,986 | ) | ||||||
Deferred tax assets are reduced by a valuation allowance if, based on the weight of available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. During fiscal 2013, the valuation allowance for net deferred tax assets increased by $50.3 million. This increase relates to the establishment of valuation allowance against our net domestic deferred tax assets. In the third quarter of fiscal 2013, we concluded that the recoverability of our net domestic deferred tax assets is not more likely than not due to recent negative evidence on our business conditions and trends. As a result, we established a valuation allowance against our net domestic deferred tax assets in the amount of $83.6 million. This increase in domestic valuation allowance was offset by the utilization of foreign deferred tax assets of $33.3 million during the period. As of September 30, 2013, we have $86.5 million and$53.2 million in valuation allowance against our net domestic and foreign deferred tax assets, respectively. As of September 30, 2012, we had no valuation allowance against our U.S. deferred tax assets and we had $89.4 million of valuation allowance against the majority of our international deferred tax assets. | ||||||||||||
The majority of foreign deferred tax assets relate to net operating losses, the use of which may not be available as a result of limitations on the use of acquired losses. With respect to these foreign losses, there is no assurance that they will be used given the current assessment of the limitations on their use or our current projection of future taxable income in the entities for which these losses relate. Based on our analysis, we have concluded that it is not more likely than not that the majority of our foreign deferred tax assets can be realized and therefore a valuation allowance has been assigned to these deferred tax assets. If we are subsequently able to utilize all or a portion of the foreign deferred tax assets for which a valuation allowance has been established, then we may be required to recognize these deferred tax assets through the reduction of the valuation allowance which could result in a material benefit to our results of operations in the period in which the benefit is determined. | ||||||||||||
At September 30, 2013 and 2012, we had U.S. federal net operating loss carryforwards of $763.2 million and $629.3 million, respectively, of which $186.4 million and $181.1 million, respectively, relate to tax deductions from stock-based compensation which will be recorded as additional paid-in-capital when realized. At September 30, 2013 and 2012, we had state net operating loss carryforwards of $246.0 million and $183.1 million, respectively. The net operating loss and credit carryforwards are subject to an annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986 and similar state tax provisions. At September 30, 2013 and 2012, we had foreign net operating loss carryforwards of $261.1 million and $420.4 million, respectively. These carryforwards will expire at various dates beginning in 2014 and extending through 2031, if not utilized. | ||||||||||||
At September 30, 2013 and 2012, we had federal research and development carryforwards of $30.9 million and $16.3 million, respectively. At September 30, 2013 and 2012, we had state research and development credit carryforwards of $1.1 million and $4.7 million, respectively. | ||||||||||||
Uncertain Tax Positions | ||||||||||||
In accordance with the provisions of ASC 740-10, Income Taxes, we establish reserves for tax uncertainties that reflect the use of the comprehensive model for the recognition and measurement of uncertain tax positions. Under the comprehensive model, reserves are established when we have determined that it is more likely than not that a tax position will or will not be sustained and at the greatest amount for which the result is more likely than not. | ||||||||||||
The aggregate changes in the balance of our gross unrecognized tax benefits were as follows (dollars in thousands): | ||||||||||||
September 30, | ||||||||||||
2013 | 2012 | |||||||||||
Balance at beginning of year | $ | 17,382 | $ | 14,935 | ||||||||
Increases for tax positions taken during current period | 1,586 | 555 | ||||||||||
Increases for interest and penalty charges | 1,170 | 1,127 | ||||||||||
Increases for acquisitions | — | 1,925 | ||||||||||
Decreases for tax settlements and lapse in statutes | (521 | ) | (1,160 | ) | ||||||||
Balance at end of year | $ | 19,617 | $ | 17,382 | ||||||||
As of September 30, 2013, $19.6 million of the unrecognized tax benefits, if recognized, would impact our effective tax rate. We do not expect a significant change in the amount of unrecognized tax benefits within the next 12 months. We recognized interest and penalties related to uncertain tax positions in our provision for income taxes and had accrued $4.6 million of such interest and penalties as of September 30, 2013. | ||||||||||||
We are subject to U.S. federal income tax, various state and local taxes, and international income taxes in numerous jurisdictions. The federal, state and foreign tax returns are generally subject to tax examinations for the tax years ended in 2009 through 2013. |
Segment_and_Geographic_Informa
Segment and Geographic Information and Significant Customers | 12 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||
Segment and Geographic Information and Significant Customers | ' | |||||||||||
Segment and Geographic Information and Significant Customers | ||||||||||||
We follow the provisions of ASC 280, Segment Reporting, which established standards for reporting information about operating segments. ASC 280 also established standards for disclosures about products, services and geographic areas. Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Our chief operating decision maker (“CODM”) is the Chief Executive Officer of the Company. | ||||||||||||
We have identified four reportable segments as defined by ASC 280-50-1 based on the level of financial information regularly reviewed by the CODM in allocating resources and assessing performance of each segment; Healthcare, Mobile and Consumer, Enterprise and Imaging. | ||||||||||||
The Healthcare segment is primarily engaged in voice and language processing for healthcare information management offered both by licensing and on-demand. The Mobile and Consumer segment is primarily engaged in sales of voice and language solutions that are embedded in a device (such as a cell phone, car or tablet computer) or installed on a personal computer. Our Enterprise segment offers voice and language solutions by licensing as well as on-demand solutions hosted by us that are designed to help companies better support, understand and communicate with their customers. The Imaging segment sells document capture and print management solutions that are embedded in copiers and multi-function printers as well as packaged software for document management. | ||||||||||||
Segment profit is an important measure used for evaluating performance and for decision-making purposes. Segment profit reflects the direct controllable costs of each segment together with an allocation of sales and corporate marketing expenses, and certain research and development project costs that benefit multiple product offerings. Segment profit represents income from operations excluding stock-based compensation, amortization of intangible assets, acquisition-related costs, net, restructuring and other charges, net, costs associated with intellectual property collaboration agreements, other income (expense), net and certain unallocated corporate expenses. We believe that these adjustments allow for more complete comparisons to the financial results of the historical operations. | ||||||||||||
We do not track our assets by operating segment. Consequently, it is not practical to show assets by operating segment nor depreciation by operating segment. The following table presents segment results along with a reconciliation of segment profit to (loss) income before income taxes (dollars in thousands): | ||||||||||||
Year Ended September 30, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Segment revenues(a): | ||||||||||||
Healthcare | $ | 911,611 | $ | 669,354 | $ | 526,804 | ||||||
Mobile and Consumer | 479,195 | 508,256 | 393,343 | |||||||||
Enterprise | 323,452 | 332,034 | 296,373 | |||||||||
Imaging | 243,372 | 228,421 | 177,418 | |||||||||
Total segment revenues | 1,957,630 | 1,738,065 | 1,393,938 | |||||||||
Acquisition related revenue adjustments | (102,351 | ) | (86,556 | ) | (75,197 | ) | ||||||
Total consolidated revenue | 1,855,279 | 1,651,509 | 1,318,741 | |||||||||
Segment profit: | ||||||||||||
Healthcare | 352,157 | 314,862 | 269,357 | |||||||||
Mobile and Consumer | 142,998 | 227,641 | 170,918 | |||||||||
Enterprise | 78,937 | 90,846 | 63,276 | |||||||||
Imaging | 98,187 | 91,585 | 69,116 | |||||||||
Total segment profit | 672,279 | 724,934 | 572,667 | |||||||||
Corporate expenses and other, net | (135,300 | ) | (102,847 | ) | (100,288 | ) | ||||||
Acquisition-related revenues and costs of revenue adjustment | (93,679 | ) | (77,856 | ) | (64,724 | ) | ||||||
Non-cash stock-based compensation | (159,325 | ) | (174,581 | ) | (147,296 | ) | ||||||
Amortization of intangible assets | (168,841 | ) | (155,450 | ) | (143,330 | ) | ||||||
Acquisition-related costs, net | (29,685 | ) | (58,746 | ) | (21,866 | ) | ||||||
Restructuring and other charges, net | (16,385 | ) | (8,268 | ) | (22,862 | ) | ||||||
Costs associated with IP collaboration agreements | (20,582 | ) | (21,000 | ) | (19,750 | ) | ||||||
Other expense, net | (145,162 | ) | (60,884 | ) | (22,534 | ) | ||||||
(Loss) income before income taxes | $ | (96,680 | ) | $ | 65,302 | $ | 30,017 | |||||
(a) | Segment revenues differ from reported revenues due to certain revenue adjustments related to acquisitions that would otherwise have been recognized but for the purchase accounting treatment of the business combinations. Segment revenues also include revenue that the business would have otherwise recognized had we not acquired intellectual property and other assets from the same customer. These revenues are included to allow for more complete comparisons to the financial results of historical operations and in evaluating management performance. | |||||||||||
No country outside of the United States provided greater than 10% of our total revenue. Revenue, classified by the major geographic areas in which our customers are located, was as follows (dollars in thousands): | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
United States | $ | 1,339,733 | $ | 1,175,158 | $ | 963,688 | ||||||
International | 515,546 | 476,351 | 355,053 | |||||||||
Total | $ | 1,855,279 | $ | 1,651,509 | $ | 1,318,741 | ||||||
No country outside of the United States held greater than 10% of our long-lived or total assets. Our long-lived assets, including intangible assets and goodwill, were located as follows (dollars in thousands): | ||||||||||||
September 30, | September 30, | |||||||||||
2013 | 2012 | |||||||||||
United States | $ | 3,718,009 | $ | 3,161,995 | ||||||||
International | 957,059 | 935,739 | ||||||||||
Total | $ | 4,675,068 | $ | 4,097,734 | ||||||||
Quarterly_Data_Unaudited
Quarterly Data (Unaudited) | 12 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | |||||||||||||||||||
Quarterly Data (Unaudited) | ' | |||||||||||||||||||
Quarterly Data (Unaudited) | ||||||||||||||||||||
The following information has been derived from unaudited consolidated financial statements that, in the opinion of management, include all recurring adjustments necessary for a fair statement of such information (dollars in thousands, except per share amounts): | ||||||||||||||||||||
First | Second | Third | Fourth | Year | ||||||||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||||||||
2013 | ||||||||||||||||||||
Total revenue | $ | 462,268 | $ | 450,999 | $ | 469,769 | $ | 472,243 | $ | 1,855,279 | ||||||||||
Gross profit | $ | 279,696 | $ | 259,814 | $ | 275,711 | $ | 273,508 | $ | 1,088,729 | ||||||||||
Net loss | $ | (22,096 | ) | $ | (25,848 | ) | $ | (34,974 | ) | $ | (32,320 | ) | $ | (115,238 | ) | |||||
Net loss per share: | ||||||||||||||||||||
Basic | $ | (0.07 | ) | $ | (0.08 | ) | $ | (0.11 | ) | $ | (0.10 | ) | $ | (0.37 | ) | |||||
Diluted | $ | (0.07 | ) | $ | (0.08 | ) | $ | (0.11 | ) | $ | (0.10 | ) | $ | (0.37 | ) | |||||
Weighted average common shares outstanding: | ||||||||||||||||||||
Basic | 312,571 | 315,473 | 315,441 | 310,944 | 313,587 | |||||||||||||||
Diluted | 312,571 | 315,473 | 315,441 | 310,944 | 313,587 | |||||||||||||||
First | Second | Third | Fourth | Year | ||||||||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||||||||
2012 | ||||||||||||||||||||
Total revenue | $ | 360,643 | $ | 390,341 | $ | 431,744 | $ | 468,781 | $ | 1,651,509 | ||||||||||
Gross profit | $ | 225,771 | $ | 249,669 | $ | 273,844 | $ | 297,296 | $ | 1,046,580 | ||||||||||
Net income | $ | 9,340 | $ | 890 | $ | 79,264 | $ | 117,641 | $ | 207,135 | ||||||||||
Net income per share: | ||||||||||||||||||||
Basic | $ | 0.03 | $ | 0 | $ | 0.26 | $ | 0.38 | $ | 0.67 | ||||||||||
Diluted | $ | 0.03 | $ | 0 | $ | 0.25 | $ | 0.36 | $ | 0.65 | ||||||||||
Weighted average common shares outstanding: | ||||||||||||||||||||
Basic | 304,011 | 305,282 | 306,766 | 309,307 | 306,371 | |||||||||||||||
Diluted | 320,536 | 322,642 | 320,559 | 322,424 | 320,822 | |||||||||||||||
In the quarter ended September 30, 2012, we recorded a tax benefit of $97.1 million which included $70.5 million in connection with the release of the U.S. and certain foreign valuation allowances as well as $26.6 million in connection with the establishment of a net deferred tax liability in purchase accounting related to our acquisition of Quantim. See Note 19 for additional discussion. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||
Use of Estimates | ' | |||||||||||
Use of Estimates | ||||||||||||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, we evaluate our estimates, assumptions and judgments. The most important of these relate to revenue recognition; the allowances for doubtful accounts and sales returns; the valuation of goodwill and intangible assets; accounting for business combinations; accounting for stock-based compensation; the accounting for derivative instruments; accounting for income taxes and related valuation allowances; and loss contingencies. We base our estimates on historical experience, market participant fair value considerations and various other factors that are believed to be reasonable under the circumstances. Actual amounts could differ significantly from these estimates. | ||||||||||||
Basis of Consolidation | ' | |||||||||||
Basis of Consolidation | ||||||||||||
The consolidated financial statements include our accounts and those of our wholly-owned domestic and foreign subsidiaries. Intercompany transactions and balances have been eliminated. | ||||||||||||
Revenue Recognition | ' | |||||||||||
Revenue Recognition | ||||||||||||
We derive revenue from the following sources: (1) software license agreements, including royalty and other usage-based arrangements, (2) professional services, (3) hosting services and (4) post-contract customer support ("PCS"). Our hosting services are generally provided through on-demand, usage-based or per transaction fee arrangements. Generally we recognize revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the fee is fixed or determinable and (iv) collectibility is probable. Our revenue recognition policies for these revenue streams are discussed below. | ||||||||||||
The sale and/or license of software products and technology is deemed to have occurred when a customer either has taken possession of or has access to take immediate possession of the software or technology. In select situations, we sell or license intellectual property in conjunction with, or in place of, embedding our intellectual property in software. We also have non-software arrangements including hosting services where the customer does not take possession of the software at the outset of the arrangement either because they have no contractual right to do so or because significant penalties preclude them from doing so. | ||||||||||||
Revenue from royalties on sales of our software products by original equipment manufacturers (“OEMs”), where no services are included, is recognized in the quarter earned so long as we have been notified by the OEM that such royalties are due, and provided that all other revenue recognition criteria are met. | ||||||||||||
Software arrangements generally include PCS, which includes telephone support and the right to receive unspecified upgrades/enhancements on a when-and-if-available basis, typically for one to five years. Revenue from PCS is generally recognized ratably on a straight-line basis over the term that the maintenance service is provided. When PCS renews automatically, we provide a reserve based on historical experience for contracts expected to be canceled for non-payment. All known and estimated cancellations are recorded as a reduction to revenue and accounts receivable. | ||||||||||||
For our software and software-related multiple element arrangements, where customers purchase both software related products and software related services, we use vendor-specific objective evidence (“VSOE”) of fair value for software and software-related services to separate the elements and account for them separately. VSOE exists when a company can support what the fair value of its software and/or software-related services is based on evidence of the prices charged when the same elements are sold separately. VSOE of fair value is required, generally, in order to separate the accounting for various elements in a software and related services arrangement. We have established VSOE of fair value for the majority of our PCS, professional services, and training. | ||||||||||||
When we provide professional services considered essential to the functionality of the software, we recognize revenue from the professional services as well as any related software licenses on a percentage-of-completion basis whereby the arrangement consideration is recognized as the services are performed, as measured by an observable input. In these circumstances, we separate license revenue from professional service revenue for income statement presentation by allocating VSOE of fair value of the professional services as professional services and hosting revenue and the residual portion as product and licensing revenue. We generally determine the percentage-of-completion by comparing the labor hours incurred to-date to the estimated total labor hours required to complete the project. We consider labor hours to be the most reliable, available measure of progress on these projects. Adjustments to estimates to complete are made in the periods in which facts resulting in a change become known. When the estimate indicates that a loss will be incurred, such loss is recorded in the period identified. Significant judgments and estimates are involved in determining the percent complete of each contract. Different assumptions could yield materially different results. | ||||||||||||
We offer some of our products via a Software-as-a-Service ("SaaS") model also known as a hosted model. In this type of arrangement, we are compensated in two ways: (1) fees for up-front set-up of the service environment and (2) fees charged on a usage or per transaction basis. Our up-front set-up fees are nonrefundable. We recognize the up-front set-up fees ratably over the longer of the contract lives, or the expected lives of the customer relationships. The on-demand, usage-based or per transaction fees are due and payable as each individual transaction is processed through the hosted service and is recognized as revenue in the period the services are provided. | ||||||||||||
We enter into multiple-element arrangements that may include a combination of our various software related and non-software related products and services offerings including software licenses, PCS, professional services, and our hosting services. In such arrangements we allocate total arrangement consideration to software or software-related elements and any non-software element separately based on the selling price hierarchy group following the guidance in ASC 985-605 and our policies. We determine the selling price for each deliverable using VSOE of selling price, if it exists, or Third Party Evidence (“TPE”) of selling price. Typically, we are unable to determine TPE of selling price. Therefore, when neither VSOE nor TPE of selling price exist for a deliverable, we use our Estimate of Selling Price (“ESP”) for the purposes of allocating the arrangement consideration. We determine ESP for a product or service by considering multiple factors including, but not limited to, major project groupings, market conditions, competitive landscape, price list and discounting practices. Revenue allocated to each element is then recognized when the basic revenue recognition criteria are met for each element. | ||||||||||||
When products are sold through distributors or resellers, title and risk of loss generally passes upon shipment, at which time the transaction is invoiced and payment is due. Shipments to distributors and resellers without right of return are recognized as revenue upon shipment, provided all other revenue recognition criteria are met. Certain distributors and resellers have been granted rights of return for as long as the distributors or resellers hold the inventory. We cannot use historical returns from these distributors and resellers as a basis upon which to estimate future sales returns. As a result, we recognize revenue from sales to these distributors and resellers when the products are sold through to retailers and end-users. | ||||||||||||
When products are sold directly to retailers or end-users, we make an estimate of sales returns based on historical experience. The provision for these estimated returns is recorded as a reduction of revenue and accounts receivable at the time that the related revenue is recorded. If actual returns differ significantly from our estimates, such differences could have a material impact on our results of operations for the period in which the actual returns become known. | ||||||||||||
We record consideration given to a reseller as a reduction of revenue to the extent we have recorded cumulative revenue from the customer or reseller. However, when we receive an identifiable benefit in exchange for the consideration, and can reasonably estimate the fair value of the benefit received, the consideration is recorded as an operating expense. | ||||||||||||
We record reimbursements received for out-of-pocket expenses as revenue, with offsetting costs recorded as cost of revenue. Out-of-pocket expenses generally include, but are not limited to, expenses related to transportation, lodging and meals. We record shipping and handling costs billed to customers as revenue with offsetting costs recorded as cost of revenue. | ||||||||||||
Deferred revenue at September 30, 2013 and 2012 was as follows (dollars in thousands): | ||||||||||||
September 30, | September 30, | |||||||||||
2013 | 2012 | |||||||||||
Current Liabilities: | ||||||||||||
Deferred maintenance revenue | $ | 134,213 | $ | 114,036 | ||||||||
Unearned revenue | 119,540 | 92,574 | ||||||||||
Total current deferred revenue | $ | 253,753 | $ | 206,610 | ||||||||
Long-term Liabilities: | ||||||||||||
Deferred maintenance revenue | $ | 51,784 | $ | 43,763 | ||||||||
Unearned revenue | 109,039 | 64,718 | ||||||||||
Total long-term deferred revenue | $ | 160,823 | $ | 108,481 | ||||||||
Business Combinations | ' | |||||||||||
Business Combinations | ||||||||||||
We determine and allocate the purchase price of an acquired company to the tangible and intangible assets acquired and liabilities assumed as of the business combination date. Results of operations and cash flows of acquired companies are included in our operating results from the date of acquisition. The purchase price allocation process requires us to use significant estimates and assumptions, including fair value estimates, as of the business combination date including: | ||||||||||||
• | estimated fair values of intangible assets; | |||||||||||
• | estimated fair market values of legal performance commitments to customers, assumed from the acquiree under existing contractual obligations (classified as deferred revenue); | |||||||||||
• | estimated fair market values of stock awards assumed from the acquiree that are included in the purchase price; | |||||||||||
• | estimated fair market value of required payments under contingent consideration provisions; | |||||||||||
• | estimated income tax assets and liabilities assumed from the acquiree; and | |||||||||||
• | estimated fair value of pre-acquisition contingencies assumed from the acquiree. | |||||||||||
While we use our best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the business combination date, our estimates and assumptions are inherently uncertain and subject to refinement. As a result, during the purchase price allocation period, which is generally one year from the business combination date, we record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. For changes in the valuation of intangible assets between preliminary and final purchase price allocation, the related amortization is adjusted effective from the acquisition date. Subsequent to the purchase price allocation period, any adjustment to assets acquired or liabilities assumed is included in operating results in the period in which the adjustment is determined | ||||||||||||
Goodwill and Indefinite-Lived Intangible Assets | ' | |||||||||||
Goodwill and Indefinite-Lived Intangible Assets | ||||||||||||
Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. Goodwill and intangible assets with indefinite lives are not amortized, but rather the carrying amounts of these assets are reviewed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Our annual impairment assessment date is July 1 of each fiscal year. Goodwill is evaluated for impairment based on a comparison of the fair value of our reporting units to their recorded carrying values. We have six reporting units based on the level of information provided to, and review thereof, by our segment management. | ||||||||||||
We determine fair values for each of the reporting units using an income approach. When available and appropriate, we also use a comparative market approach to derive the fair values. For purposes of the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk adjusted rate. We use our internal forecasts to estimate future cash flows and include an estimate of long-term future growth rates based on our most recent views of the long-term outlook for each business. Actual results may differ from those assumed in our forecasts. We derive our discount rates using a capital asset pricing model and analyzing published rates for industries relevant to our reporting units to estimate the cost of equity financing. We use discount rates that are commensurate with the risks and uncertainty inherent in the respective businesses and in our internally developed forecasts. Discount rates used in our reporting unit valuations ranged from 12.0% to 17.5%. For purposes of the market approach, we use a valuation technique in which values are derived based on market prices of comparable publicly traded companies. We also use a market based valuation technique in which values are determined based on relevant observable information generated by market transactions involving comparable businesses. We assess each valuation methodology based upon the relevance and availability of the data at the time we perform the valuation and weight the methodologies appropriately. The carrying values of the reporting units were determined based on an allocation of our assets and liabilities through specific allocation of certain assets and liabilities to the reporting units and an apportionment method based on relative size of the reporting units’ revenues and operating expenses compared to the Company as a whole. Certain corporate assets and liabilities that are not instrumental to the reporting units’ operations and would not be transferred to hypothetical purchasers of the reporting units were excluded from the reporting units’ carrying values. | ||||||||||||
Long-Lived Assets | ' | |||||||||||
Long-Lived Assets | ||||||||||||
Our long-lived assets consist principally of acquired intangible assets and land, building and equipment. Land, building and equipment are stated at cost. Building and equipment are depreciated over their estimated useful lives. Leasehold improvements are depreciated over the shorter of the related lease term or the estimated useful life. Costs of significant improvements on existing software for internal use are capitalized and depreciated over the estimated useful life. Depreciation is computed using the straight-line method. Repair and maintenance costs are expensed as incurred. The cost and related accumulated depreciation of sold or retired assets are removed from the accounts and any gain or loss is included in operations. | ||||||||||||
We include in our amortizable intangible assets those intangible assets acquired in our business and asset acquisitions, including certain technology that is licensed from third parties. We amortize acquired intangible assets with finite lives over the estimated economic lives of the assets, generally using the straight-line method except where the pattern of the expected economic benefit is readily identifiable, primarily customer relationship intangibles, whereby amortization follows that pattern. Each period, we evaluate the estimated remaining useful life of acquired and licensed intangible assets, as well as land, buildings and equipment, to determine whether events or changes in circumstances warrant a revision to the remaining period of depreciation or amortization. | ||||||||||||
We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset or asset group may not be recoverable. We assess the recoverability of the asset or asset group based on the undiscounted future cash flows the assets are expected to generate, and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the assets plus net proceeds expected from disposition of the assets, if any, are less than the carrying value of the assets. If an asset or asset group is deemed to be impaired, the amount of the impairment loss, if any, represents the excess of the asset or asset group’s carrying value compared to its estimated fair value. | ||||||||||||
Cash and Cash Equivalents | ' | |||||||||||
Cash and Cash Equivalents | ||||||||||||
Cash and cash equivalents consists of cash on hand, including money market funds and time deposits with original maturities of 90 days or less. | ||||||||||||
Marketable Securities and Minority Investments | ' | |||||||||||
Marketable Securities and Minority Investments | ||||||||||||
Marketable Securities: Marketable securities consist of time deposits and high-quality corporate debt instruments with stated maturities of more than 90 days. Investments are classified as available-for-sale and are recorded on the balance sheet at fair value with unrealized gains or losses reported as a separate component of accumulated other comprehensive income, net of tax. As of September 30, 2013, the total cost basis of our marketable securities was $38.7 million. | ||||||||||||
Minority Investment: We record investments in other companies, where we do not have a controlling interest or significant influence in the equity investment, at cost within other assets in our consolidated balance sheet. We review our investments for impairment whenever declines in estimated fair value are deemed to be other-than-temporary. | ||||||||||||
Accounts Receivable Allowances | ' | |||||||||||
Accounts Receivable Allowances | ||||||||||||
Allowances for Doubtful Accounts: We maintain an allowance for doubtful accounts for the estimated probable losses on uncollectible accounts receivable. The allowance is based upon the credit worthiness of our customers, our historical experience, the age of the receivable and current market and economic conditions. Receivables are written off against these allowances in the period they are determined to be uncollectible. | ||||||||||||
Allowances for Sales Returns: We maintain an allowance for sales returns from customers for which we have the ability to estimate returns based on historical experience. The returns allowance is recorded as a reduction in revenue and accounts receivable at the time the related revenue is recorded. Receivables are written off against the allowance in the period the return is received. | ||||||||||||
Inventories | ' | |||||||||||
Inventories | ||||||||||||
Inventories are stated at the lower of cost, computed using the first-in, first-out method, or market value and are included in other current assets. We regularly review inventory quantities on hand and record a provision for excess and/or obsolete inventory primarily based on future purchase commitments with our suppliers, and the estimated utility of our inventory as well as other factors including technological changes and new product development. | ||||||||||||
Accounting for Collaboration Agreements | ' | |||||||||||
Accounting for Collaboration Agreements | ||||||||||||
Healthcare Collaboration Agreement | ||||||||||||
In June 2011, we entered into an agreement with a large healthcare provider to acquire certain data for $10.0 million, to be used in a joint development project. In addition, under the terms of the arrangement we will be reimbursed for certain research and development costs related to specified product development projects with the objective of commercializing the resulting products. All intellectual property derived from these research and development efforts will be owned by us. Upon product introduction, we will pay royalties to this party based on the actual sales. At the end of five years, the party can elect to continue with the arrangement, receiving royalties on future sales, or receive a buy-out payment from us and forgo future royalties. The buy-out payment is calculated based on a number of factors including the net cash flows received and paid by the parties, as well as a minimum return on those net cash flows. As of September 30, 2013, we have estimated that no payment will be required if the buy-out option is exercised in 2016. | ||||||||||||
As of the execution of the above arrangement, we have other arrangements where we have sold and will continue to sell our products and services to this party. As a result, under the guidance of ASC 605, Revenue Recognition, we are required to reduce the revenue recognized by the amount we pay to this customer, up to our historical revenue recorded from them. We have therefore reduced reported revenue by $10.0 million for the fiscal year ended September 30, 2011. | ||||||||||||
The above development arrangement will be accounted for in accordance with ASC 730, Research and Development. Accordingly, any buy-out obligation will be recorded as a liability and any reimbursement of the research and development costs in excess of the buy-out obligation will be recorded as an offset to research and development costs. Royalties paid to this party upon commercialization of any products from these development efforts will be recorded as a reduction to revenue in accordance with ASC 605. For fiscal year ended September 30, 2013 and September 30, 2012, $2.2 million and $5.8 million respectively of expense reimbursement has been recorded as a reduction in research and development expense. In April 2013, we signed Amendment No. 1 to the agreement. Under terms of the amendment, funding for future research and development expenses ended effective September 30, 2013. | ||||||||||||
Intellectual Property Collaboration Agreements | ||||||||||||
In order to gain access to a third party’s extensive speech recognition technology, natural language and semantic processing technology, in fiscal 2010 and 2011, we entered into intellectual property collaboration agreements with terms up to six years. Generally, the agreements call for annual payments in cash or shares of our common stock, at our election. The final payments under the current agreements are due in 2014 and total $3.8 million. Depending on the agreement, some or all intellectual property derived from these collaborations will be jointly owned by the two parties. For the majority of the developed intellectual property, we will have sole rights to commercialize such intellectual property for periods ranging between two to six years, depending on the agreement. We issued 1.1 million and 1.0 million shares of our common stock for payments totaling $22.5 million and $23.4 million in each of the fiscal years ending in 2013 and 2012, respectively. | ||||||||||||
The payments are recorded as a prepaid asset when made, and will be expensed ratably over the contractual period. For the years ended September 30, 2013, 2012 and 2011, we have recognized $20.6 million, $21.0 million, and $19.8 million as research and development expense, respectively, related to these agreements in our consolidated statements of operations | ||||||||||||
Research and Development Costs | ' | |||||||||||
Research and Development Costs | ||||||||||||
Research and development costs related to software that is or will be sold or licensed externally to third-parties, or for which a substantive plan exists to sell or license such software in the future, incurred subsequent to the establishment of technological feasibility, but prior to the general release of the product, are capitalized and amortized to cost of revenue over the estimated useful life of the related products. We have determined that technological feasibility is reached shortly before the general release of our software products. Costs incurred after technological feasibility is established have not been material. We expense research and development costs as incurred. | ||||||||||||
Acquisition-Related Costs, net | ' | |||||||||||
Acquisition-Related Costs, net | ||||||||||||
Acquisition-related costs (income) include those costs related to business and other acquisitions, including potential acquisitions. These costs consist of (i) transition and integration costs, including retention payments, transitional employee costs and earn-out payments treated as compensation expense, as well as the costs of integration-related activities including services provided by third-parties; (ii) professional service fees, including third-party costs related to the acquisitions, and legal and other professional service fees associated with disputes and regulatory matters related to acquired entities; and (iii) adjustments to acquisition-related items that are required to be marked to fair value each reporting period, such as contingent consideration, and other items related to acquisitions for which the measurement period has ended. | ||||||||||||
Advertising Costs | ' | |||||||||||
Advertising Costs | ||||||||||||
Advertising costs are expensed as incurred and are classified as sales and marketing expenses. Cooperative advertising programs reimburse customers for marketing activities for certain of our products, subject to defined criteria. Cooperative advertising obligations are accrued and expensed at the same time the related revenue is recognized. Cooperative advertising expenses are recorded as expense to the extent that an advertising benefit separate from the revenue transaction can be identified and the cash paid does not exceed the fair value of that advertising benefit received. Any excess of cash paid over the fair value of the advertising benefit received is recorded as a reduction in revenue. We incurred advertising costs of $52.1 million, $48.2 million and $35.2 million for fiscal 2013, 2012 and 2011, respectively. | ||||||||||||
Convertible Debt | ' | |||||||||||
Convertible Debt | ||||||||||||
We separately account for the liability (debt) and equity (conversion option) components of our convertible debt instruments that require or permit settlement in cash upon conversion in a manner that reflects our nonconvertible debt borrowing rate at the time of issuance. The equity components of our convertible debt instruments are recorded to stockholders’ equity with an offsetting debt discount. The debt discount created is amortized to interest expense in our consolidated statement of operations using the effective interest method over the expected term of the convertible debt. | ||||||||||||
Income Taxes | ' | |||||||||||
Income Taxes | ||||||||||||
Deferred tax assets and liabilities are determined based on differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. We do not provide for U.S. income taxes on the undistributed earnings of our foreign subsidiaries, which we consider to be indefinitely reinvested outside of the U.S. | ||||||||||||
We make judgments regarding the realizability of our deferred tax assets. The balance sheet carrying value of our net deferred tax assets is based on whether we believe that it is more likely than not that we will generate sufficient future taxable income to realize these deferred tax assets after consideration of all available evidence. We regularly review our deferred tax assets for recoverability considering historical profitability, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. In assessing the need for a valuation allowance, we consider both positive and negative evidence related to the likelihood of realization of the deferred tax assets. The weight given to the positive and negative evidence is commensurate with the extent to which the evidence may be objectively verified. As such, it is generally difficult for positive evidence regarding projected future taxable income exclusive of reversing taxable temporary differences to outweigh objective negative evidence of recent financial reporting losses. Generally, cumulative loss in recent years is a significant piece of negative evidence that is difficult to overcome in determining that a valuation allowance is not needed. | ||||||||||||
As of September 30, 2013, valuation allowances have been established for all U.S. and for certain foreign deferred tax assets, which we believe do not meet the “more likely than not” criteria for recognition. If we are subsequently able to utilize all or a portion of the deferred tax assets for which a valuation allowance has been established, then we may be required to recognize these deferred tax assets through the reduction of the valuation allowance which could result in a material benefit to our results of operations in the period in which the benefit is determined. | ||||||||||||
Comprehensive Income (Loss) | ' | |||||||||||
Comprehensive Income (Loss) | ||||||||||||
Pursuant to our adoption of Accounting Standard Update No. 2011-05, Comprehensive Income (Topic 220) - Presentation of Comprehensive Income and Accounting Standards Update No. 2011-12, Comprehensive Income (Topic 220) - Deferral of the Effective Date for Amendments to the Presentation of Reclassification of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05, we elected to present separate consolidated statements of comprehensive income for fiscal 2013, 2012, and 2011. | ||||||||||||
For the purposes of comprehensive income (loss) disclosures, we do not record tax provisions or benefits for the net changes in the foreign currency translation adjustment, as we intend to reinvest undistributed earnings in our foreign subsidiaries permanently. | ||||||||||||
Concentration of Risk | ' | |||||||||||
Concentration of Risk | ||||||||||||
Financial instruments that potentially subject us to significant concentrations of credit risk principally consist of cash, cash equivalents, marketable securities and trade accounts receivable. We place our cash and cash equivalents and marketable securities with financial institutions with high credit ratings. As part of our cash and investment management processes, we perform periodic evaluations of the credit standing of the financial institutions with whom we maintain deposits, and have not recorded any credit losses to-date. For trade accounts receivable, we perform ongoing credit evaluations of our customers’ financial condition and limit the amount of credit extended when deemed appropriate. At September 30, 2013 and 2012, no customer accounted for greater than 10% of our net accounts receivable balance or 10% of our revenue for fiscal 2013, 2012 or 2011. | ||||||||||||
Fair Value of Financial Instruments | ' | |||||||||||
Fair Value of Financial Instruments | ||||||||||||
Financial instruments including cash equivalents, marketable securities, accounts receivable, accounts payable, and derivative instruments, are carried in the financial statements at amounts that approximate their fair value based on the short maturities of those instruments. Refer to Note 10 for discussion of the fair value of our long-term debt. | ||||||||||||
Foreign Currency Translation | ' | |||||||||||
Foreign Currency Translation | ||||||||||||
We have significant foreign operations and transact business in various foreign currencies. In general, the functional currency of a foreign operation is the local country’s currency. Non-functional currency monetary balances are re-measured into the functional currency of the subsidiary with any related gain or loss recorded in other income (expense), net, in the accompanying consolidated statements of operations. Assets and liabilities of operations outside the United States, for which the functional currency is the local currency, are translated into United States dollars using period-end exchange rates. Revenues and expenses are translated at the average exchange rates in effect during each fiscal month during the year. The effects of foreign currency translation adjustments are included as a component of accumulated other comprehensive income (loss) in the accompanying consolidated balance sheets. Foreign currency transaction (losses) gains included in other income (expense), net for fiscal 2013, 2012, and 2011 were $(0.5) million, $0.6 million, and $(1.1) million, respectively. | ||||||||||||
Financial Instruments and Hedging Activities | ' | |||||||||||
Financial Instruments and Hedging Activities | ||||||||||||
We utilize derivative instruments to hedge specific financial risks such as interest rate and foreign exchange risk. We do not engage in speculative hedging activity. In order for us to account for a derivative instrument as a hedge, specific criteria must be met, including: (i) ensuring at the inception of the hedge that formal documentation exists for both the hedging relationship and the entity’s risk management objective and strategy for undertaking the hedge and (ii) at the inception of the hedge and on an ongoing basis, the hedging relationship is expected to be highly effective in achieving offsetting changes in fair value attributed to the hedged risk during the period that the hedge is designated. Further, an assessment of effectiveness is required whenever financial statements or earnings are reported. Absent meeting these criteria, changes in fair value are recognized in other income (expense), net, in the consolidated statements of operations. Once the underlying forecasted transaction is realized, the gain or loss from the derivative designated as a hedge of the transaction is reclassified from accumulated other comprehensive income (loss) to the statement of operations, in the appropriate revenue or expense caption. Any ineffective portion of the derivatives designated as cash flow hedges is recognized in current earnings. We report cash flows arising from derivative financial instruments designated as fair value or cash flow hedges consistent with the classification of the cash flows from the underlying hedged items that these derivatives are hedging. Cash flows from derivatives that do not qualify as hedges are generally reported in cash flows from investing activities. Cash payments or cash receipts on security price guarantees related to changes in the price of our own stock as discussed in Note 11, are reported as cash flows from financing activities. | ||||||||||||
Accounting for Stock-Based Compensation | ' | |||||||||||
Accounting for Stock-Based Compensation | ||||||||||||
We account for stock-based compensation to employees and directors, including grants of employee stock options, purchases under employee stock purchase plans, and restricted awards through recognition of the fair value of the share-based awards as a charge against earnings in the form of stock-based compensation. We recognize stock-based compensation expense over the requisite service period, net of estimated forfeitures. We recognize benefits from stock-based compensation in equity using the with-and-without approach for the utilization of tax attributes. | ||||||||||||
Net Income (Loss) Per Share | ' | |||||||||||
Net (Loss) Income Per Share | ||||||||||||
We compute net (loss) income per share in accordance with the two-class method. Under the two-class method, basic net income per share is computed by dividing the net income available to common stockholders by the weighted-average number of common shares outstanding during the period. Net losses are not allocated to preferred stockholders. We have determined that the Series B convertible preferred stock outstanding as of September 30, 2012 and 2011, represented a participating security and as such the preferred shares are excluded from basic earnings per share. | ||||||||||||
Diluted net (loss) income per share is computed using the more dilutive of (a) the two-class method, or (b) the if-converted method. We allocate net income first to preferred stockholders based on dividend rights and then to common and preferred stockholders based on ownership interests. The weighted-average number of common shares outstanding gives effect to all potentially dilutive common equivalent shares, including outstanding stock options and restricted stock, shares held in escrow, contingently issuable shares under earn-out agreements once earned, warrants, and potential issuance of stock upon conversion of our 2.75% Convertible Debentures. The convertible debentures are considered Instrument C securities due to the fact that only the excess of the conversion value on the date of conversion can be paid in our common shares; the principal portion of the conversion must be paid in cash. Therefore, only the shares of common stock potentially issuable with respect to the excess of the conversion value over its principal amount, if any, is considered as dilutive potential common shares for purposes of calculating diluted net (loss) income per share. | ||||||||||||
The following table sets forth the computation for basic and diluted net (loss) income per share for the years ended September 30, 2013, 2012 and 2011 (dollars in thousands, except per share amounts): | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Numerator: | ||||||||||||
Basic | ||||||||||||
Net (loss) income | $ | (115,238 | ) | $ | 207,135 | $ | 38,238 | |||||
Allocation of undistributed earnings to preferred stockholders | — | (2,381 | ) | (445 | ) | |||||||
Net (loss) income available to common stockholders — basic | $ | (115,238 | ) | $ | 204,754 | $ | 37,793 | |||||
Diluted | ||||||||||||
Net (loss) income available to common stockholders — diluted | $ | (115,238 | ) | $ | 207,135 | $ | 38,238 | |||||
Denominator: | ||||||||||||
Basic | ||||||||||||
Weighted average common shares outstanding | 313,587 | 306,371 | 302,277 | |||||||||
Diluted | ||||||||||||
Weighted average common shares outstanding — basic | 313,587 | 306,371 | 302,277 | |||||||||
Weighted average effect of dilutive common equivalent shares: | ||||||||||||
Assumed conversion of Series B Preferred Stock | — | 3,562 | 3,562 | |||||||||
Employee stock compensation plans | — | 6,074 | 8,457 | |||||||||
Warrants | — | 2,094 | 1,499 | |||||||||
Convertible Debt | — | 2,558 | — | |||||||||
Other contingently issuable shares | — | 163 | 165 | |||||||||
Weighted average common shares outstanding — diluted | 313,587 | 320,822 | 315,960 | |||||||||
Net (loss) income per share: | ||||||||||||
Basic | $ | (0.37 | ) | $ | 0.67 | $ | 0.13 | |||||
Diluted | $ | (0.37 | ) | $ | 0.65 | $ | 0.12 | |||||
Common equivalent shares are excluded from the computation of diluted net (loss) income per share if their effect is anti-dilutive. Potentially dilutive common equivalent shares aggregating to 13.6 million shares, 3.2 million shares and 3.2 million shares for the years ended September 30, 2013, 2012 and 2011, respectively, have been excluded from the computation of diluted net (loss) income per share because their inclusion would be anti-dilutive. | ||||||||||||
Recently Issued Accounting Standards | ' | |||||||||||
Recently Issued Accounting Standards | ||||||||||||
In July 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists" (ASU 2013-11) to provide guidance on the presentation of unrecognized tax benefits. ASU 2013-11 requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows: to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. ASU 2013-11 is effective for us in our first quarter of fiscal 2015 with earlier adoption permitted. ASU 2013-11 should be applied prospectively with retroactive application permitted. We do not believe that this will have a material impact on our consolidated financial statements. | ||||||||||||
In February 2013, the Financial Accounting Standards Board issued Accounting Standards Update No. 2013-02, “Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income,” which amends Accounting Standards Codification 220, “Comprehensive Income.” The amended guidance requires entities to provide information about the amounts reclassified out of accumulated other comprehensive income by component. Additionally, entities are required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. The amended guidance does not change the current requirements for reporting net income or other comprehensive income. The amendment is effective prospectively for annual periods, and interim periods within those annual periods, beginning after December 15, 2012. We believe adoption of this new guidance will not have a material impact on our financial statements as these updates have an impact on presentation only. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||
Deferred Revenue | ' | |||||||||||
Deferred revenue at September 30, 2013 and 2012 was as follows (dollars in thousands): | ||||||||||||
September 30, | September 30, | |||||||||||
2013 | 2012 | |||||||||||
Current Liabilities: | ||||||||||||
Deferred maintenance revenue | $ | 134,213 | $ | 114,036 | ||||||||
Unearned revenue | 119,540 | 92,574 | ||||||||||
Total current deferred revenue | $ | 253,753 | $ | 206,610 | ||||||||
Long-term Liabilities: | ||||||||||||
Deferred maintenance revenue | $ | 51,784 | $ | 43,763 | ||||||||
Unearned revenue | 109,039 | 64,718 | ||||||||||
Total long-term deferred revenue | $ | 160,823 | $ | 108,481 | ||||||||
Activity Related to Accounts Receivable Allowances | ' | |||||||||||
For the years ended September 30, 2013, 2012 and 2011, the activity related to accounts receivable allowances was as follows (dollars in thousands): | ||||||||||||
Allowance for Doubtful Accounts | Allowance for Sales Returns | |||||||||||
Balance at October 1, 2010 | $ | 6,301 | $ | 6,829 | ||||||||
Bad debt provision | 1,332 | — | ||||||||||
Write-offs, net of recoveries | (1,926 | ) | — | |||||||||
Revenue adjustments, net | — | (596 | ) | |||||||||
Balance at September 30, 2011 | $ | 5,707 | $ | 6,233 | ||||||||
Bad debt provisions | 2,706 | — | ||||||||||
Write-offs, net of recoveries | (1,480 | ) | — | |||||||||
Revenue adjustments, net | — | 3,635 | ||||||||||
Balance at September 30, 2012 | $ | 6,933 | $ | 9,868 | ||||||||
Bad debt provisions | 4,781 | — | ||||||||||
Write-offs, net of recoveries | (3,185 | ) | — | |||||||||
Revenue adjustments, net | — | (4,208 | ) | |||||||||
Balance at September 30, 2013 | $ | 8,529 | $ | 5,660 | ||||||||
Inventories, Net of Allowances | ' | |||||||||||
Inventories, net of allowances, consisted of the following (dollars in thousands): | ||||||||||||
September 30, | September 30, | |||||||||||
2013 | 2012 | |||||||||||
Components and parts | $ | 11,504 | $ | 7,562 | ||||||||
Finished products | 3,212 | 3,813 | ||||||||||
$ | 14,716 | $ | 11,375 | |||||||||
Components of Acquisition-Related Costs, Net | ' | |||||||||||
The following is a summary of acquisition-related costs (income) reported for the years ended September 30, 2013, 2012 and 2011, respectively (dollars in thousands): | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Transition and integration costs | $ | 28,302 | $ | 9,888 | $ | 3,361 | ||||||
Professional service fees | 20,381 | 48,401 | 18,030 | |||||||||
Acquisition-related adjustments | (18,998 | ) | 457 | 475 | ||||||||
Total | $ | 29,685 | $ | 58,746 | $ | 21,866 | ||||||
Components of Accumulated Other Comprehensive Income | ' | |||||||||||
The components of accumulated other comprehensive income (loss), reflected in the consolidated statements of stockholders’ equity, consisted of the following (dollars in thousands): | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Foreign currency translation adjustment | $ | 7,788 | $ | (3,456 | ) | $ | 4,320 | |||||
Unrealized losses on marketable securities | — | — | (12 | ) | ||||||||
Net unrealized gains on cash flow hedge derivatives | — | — | 20 | |||||||||
Net unrealized losses on post-retirement benefits | (975 | ) | (3,574 | ) | (1,926 | ) | ||||||
Total | $ | 6,813 | $ | (7,030 | ) | $ | 2,402 | |||||
Computation of Basic and Diluted Net Income (Loss) per Share | ' | |||||||||||
The following table sets forth the computation for basic and diluted net (loss) income per share for the years ended September 30, 2013, 2012 and 2011 (dollars in thousands, except per share amounts): | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Numerator: | ||||||||||||
Basic | ||||||||||||
Net (loss) income | $ | (115,238 | ) | $ | 207,135 | $ | 38,238 | |||||
Allocation of undistributed earnings to preferred stockholders | — | (2,381 | ) | (445 | ) | |||||||
Net (loss) income available to common stockholders — basic | $ | (115,238 | ) | $ | 204,754 | $ | 37,793 | |||||
Diluted | ||||||||||||
Net (loss) income available to common stockholders — diluted | $ | (115,238 | ) | $ | 207,135 | $ | 38,238 | |||||
Denominator: | ||||||||||||
Basic | ||||||||||||
Weighted average common shares outstanding | 313,587 | 306,371 | 302,277 | |||||||||
Diluted | ||||||||||||
Weighted average common shares outstanding — basic | 313,587 | 306,371 | 302,277 | |||||||||
Weighted average effect of dilutive common equivalent shares: | ||||||||||||
Assumed conversion of Series B Preferred Stock | — | 3,562 | 3,562 | |||||||||
Employee stock compensation plans | — | 6,074 | 8,457 | |||||||||
Warrants | — | 2,094 | 1,499 | |||||||||
Convertible Debt | — | 2,558 | — | |||||||||
Other contingently issuable shares | — | 163 | 165 | |||||||||
Weighted average common shares outstanding — diluted | 313,587 | 320,822 | 315,960 | |||||||||
Net (loss) income per share: | ||||||||||||
Basic | $ | (0.37 | ) | $ | 0.67 | $ | 0.13 | |||||
Diluted | $ | (0.37 | ) | $ | 0.65 | $ | 0.12 | |||||
Business_Acquisitions_Tables
Business Acquisitions (Tables) | 12 Months Ended | |||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||
Pro Forma Results of Operations | ' | |||||||||||||||||
The following table shows unaudited pro forma results of operations as if we had acquired TGT, Vlingo, and Transcend on October 1, 2011 (dollars in thousands, except per share amounts): | ||||||||||||||||||
2013 | 2012 | |||||||||||||||||
Revenue | $ | 1,862,132 | $ | 1,737,501 | ||||||||||||||
Net (loss) income | $ | (131,630 | ) | $ | 193,742 | |||||||||||||
Net (loss) income per share (diluted) | $ | (0.42 | ) | $ | 0.6 | |||||||||||||
Vlingo, Transcend and Other | ' | |||||||||||||||||
Summary of Purchase Price Allocation | ' | |||||||||||||||||
Vlingo | Transcend | Other Fiscal 2012 Acquisitions | ||||||||||||||||
Purchase consideration: | ||||||||||||||||||
Cash | $ | 196,304 | $ | 332,253 | $ | 339,194 | ||||||||||||
Fair value of contingent consideration | — | — | 16,444 | |||||||||||||||
Fair value of prior investment (a) | 28,696 | — | — | |||||||||||||||
Total purchase consideration | $ | 225,000 | $ | 332,253 | $ | 355,638 | ||||||||||||
Allocation of the purchase consideration: | ||||||||||||||||||
Cash | $ | — | $ | 6,255 | $ | 10,194 | ||||||||||||
Accounts receivable(b) | 5,904 | 16,766 | 51,564 | |||||||||||||||
Goodwill (c) | 189,420 | 214,209 | 208,102 | |||||||||||||||
Identifiable intangible assets(d) | 29,382 | 142,160 | 144,900 | |||||||||||||||
Other assets | 6,274 | 17,714 | 9,707 | |||||||||||||||
Total assets acquired | 230,980 | 397,104 | 424,467 | |||||||||||||||
Current liabilities | (5,980 | ) | (21,583 | ) | (8,544 | ) | ||||||||||||
Deferred tax liability | — | (41,000 | ) | (57,247 | ) | |||||||||||||
Other long term liabilities | — | (2,268 | ) | (3,038 | ) | |||||||||||||
Total liabilities assumed | (5,980 | ) | (64,851 | ) | (68,829 | ) | ||||||||||||
Net assets acquired | $ | 225,000 | $ | 332,253 | $ | 355,638 | ||||||||||||
(a) | In October 2009, we acquired $15.0 million of convertible preferred securities of Vlingo. We have recognized a gain of $13.7 million included in other (expense) income, net, in year ended September 30, 2012, reflecting the fair value adjustment as a result of the conversion of our original investment in the non-controlling interest upon the closing of the Vlingo acquisition. | |||||||||||||||||
(b) | Accounts receivable have been recorded at their estimated fair values, which consists of the gross accounts receivable assumed of $88.0 million, reduced by a fair value reserve of $13.8 million representing the portion of contractually owed accounts receivable which we do not expect to be collected. | |||||||||||||||||
(c) | At the time of the Vlingo acquisition, we ascribed significant value to future new customer relationships, future technologies that could be developed, as well as synergies and other benefits that do not meet the recognition criteria of acquired identifiable intangible assets. Accordingly, the value of these components is included within goodwill. | |||||||||||||||||
(d) | The following are the identifiable intangible assets acquired and their respective weighted average useful lives, as determined based on final valuations (dollars in thousands): | |||||||||||||||||
Vlingo | Transcend | Other Fiscal 2012 Acquisitions | ||||||||||||||||
Amount | Weighted | Amount | Weighted | Amount | Weighted | |||||||||||||
Average | Average | Average | ||||||||||||||||
Life | Life | Life | ||||||||||||||||
(Years) | (Years) | (Years) | ||||||||||||||||
Core and completed technology | $ | 5,362 | 5.4 | $ | 5,410 | 5 | $ | 45,300 | 7.9 | |||||||||
Customer relationships | 23,200 | 14 | 130,260 | 13 | 90,400 | 11.5 | ||||||||||||
Trade name | 30 | 1 | 4,480 | 4 | 9,000 | 8.2 | ||||||||||||
Non-Compete agreements | 790 | 3 | 2,010 | 3 | 200 | 3 | ||||||||||||
Total | $ | 29,382 | $ | 142,160 | $ | 144,900 | ||||||||||||
Equitrac and SVOX | ' | |||||||||||||||||
Summary of Purchase Price Allocation | ' | |||||||||||||||||
A summary of the final allocation of the purchase consideration for Equitrac and SVOX is as follows (dollars in thousands): | ||||||||||||||||||
Equitrac | SVOX | |||||||||||||||||
Purchase consideration: | ||||||||||||||||||
Cash | $ | 161,950 | $ | 80,919 | ||||||||||||||
Deferred acquisition payment | — | 41,456 | ||||||||||||||||
Total purchase consideration | $ | 161,950 | $ | 122,375 | ||||||||||||||
Allocation of the purchase consideration: | ||||||||||||||||||
Cash | $ | 115 | $ | — | ||||||||||||||
Accounts receivable(a) | 9,931 | 3,663 | ||||||||||||||||
Inventory | 2,462 | — | ||||||||||||||||
Goodwill | 90,077 | 86,767 | ||||||||||||||||
Identifiable intangible assets(b) | 91,900 | 42,165 | ||||||||||||||||
Other assets | 12,144 | 2,728 | ||||||||||||||||
Total assets acquired | 206,629 | 135,323 | ||||||||||||||||
Current liabilities | (6,368 | ) | (9,663 | ) | ||||||||||||||
Deferred tax liability | (38,311 | ) | (3,285 | ) | ||||||||||||||
Total liabilities assumed | (44,679 | ) | (12,948 | ) | ||||||||||||||
Net assets acquired | $ | 161,950 | $ | 122,375 | ||||||||||||||
_______________________________________ | ||||||||||||||||||
(a) | Accounts receivable have been recorded at their estimated fair values, which consists of the gross accounts receivable assumed of $15.4 million, reduced by a fair value reserve of $1.8 million representing the portion of contractually owed accounts receivable which we do not expect to be collected. | |||||||||||||||||
(b) | The following are the identifiable intangible assets acquired and their respective weighted average useful lives, as determined based on final valuations (dollars in thousands): | |||||||||||||||||
Equitrac | SVOX | |||||||||||||||||
Amount | Weighted | Amount | Weighted | |||||||||||||||
Average | Average | |||||||||||||||||
Life (Years) | Life (Years) | |||||||||||||||||
Customer relationships | $ | 55,800 | 15 | $ | 35,612 | 13.4 | ||||||||||||
Core and completed technology | 22,000 | 7 | 6,268 | 5 | ||||||||||||||
Trade name | 14,100 | 10 | 285 | 3 | ||||||||||||||
Total | $ | 91,900 | $ | 42,165 | ||||||||||||||
Pro_Forma_Results_Unaudited_Ta
Pro Forma Results (Unaudited) (Tables) | 12 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Disclosure Pro Forma Results Of Operations [Abstract] | ' | |||||||
Pro Forma Results of Operations | ' | |||||||
The following table shows unaudited pro forma results of operations as if we had acquired TGT, Vlingo, and Transcend on October 1, 2011 (dollars in thousands, except per share amounts): | ||||||||
2013 | 2012 | |||||||
Revenue | $ | 1,862,132 | $ | 1,737,501 | ||||
Net (loss) income | $ | (131,630 | ) | $ | 193,742 | |||
Net (loss) income per share (diluted) | $ | (0.42 | ) | $ | 0.6 | |||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 12 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||
Changes in Carrying Amount of Goodwill | ' | |||||||||||||||||||
The changes in the carrying amount of goodwill for our reportable segments for fiscal years 2013 and 2012 were as follows (dollars in thousands): | ||||||||||||||||||||
Healthcare | Mobile and Consumer | Enterprise | Imaging | Total | ||||||||||||||||
Balance as of September 30, 2011 | $ | 672,649 | $ | 1,018,415 | $ | 500,240 | $ | 156,576 | $ | 2,347,880 | ||||||||||
Acquisitions | 354,795 | 252,192 | — | 8,906 | 615,893 | |||||||||||||||
Purchase accounting adjustments | — | (2,265 | ) | (1,042 | ) | 2,638 | (669 | ) | ||||||||||||
Effect of foreign currency translation | (2,776 | ) | (2,476 | ) | (2,365 | ) | (10 | ) | (7,627 | ) | ||||||||||
Balance as of September 30, 2012 | $ | 1,024,668 | $ | 1,265,866 | $ | 496,833 | $ | 168,110 | $ | 2,955,477 | ||||||||||
Acquisitions | 232,545 | 47,597 | 17,372 | 33,338 | 330,852 | |||||||||||||||
Dispositions | (712 | ) | — | (731 | ) | — | (1,443 | ) | ||||||||||||
Purchase accounting adjustments | (588 | ) | (3,829 | ) | — | 265 | (4,152 | ) | ||||||||||||
Effect of foreign currency translation | 1,314 | 4,001 | 6,495 | 654 | 12,464 | |||||||||||||||
Balance as of September 30, 2013 | $ | 1,257,227 | $ | 1,313,635 | $ | 519,969 | $ | 202,367 | $ | 3,293,198 | ||||||||||
Intangible Assets | ' | |||||||||||||||||||
Intangible assets consist of the following as of September 30, 2013 and 2012, which includes $98.8 million and $108.8 million of licensed technology, respectively (dollars in thousands): | ||||||||||||||||||||
September 30, 2013 | ||||||||||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Weighted Average Remaining Life (Years) | |||||||||||||||||
Customer relationships | $ | 1,072,993 | $ | (423,442 | ) | $ | 649,551 | 9.4 | ||||||||||||
Technology and patents | 445,331 | (188,585 | ) | 256,746 | 5.3 | |||||||||||||||
Trade names, trademarks, and other | 63,651 | (18,661 | ) | 44,990 | 8.3 | |||||||||||||||
Non-competition agreements | 3,981 | (1,990 | ) | 1,991 | 1.5 | |||||||||||||||
Total | $ | 1,585,956 | $ | (632,678 | ) | $ | 953,278 | 8.2 | ||||||||||||
September 30, 2012 | ||||||||||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Weighted Average Remaining Life (Years) | |||||||||||||||||
Customer relationships | $ | 957,043 | $ | (364,161 | ) | $ | 592,882 | 9.7 | ||||||||||||
Technology and patents | 461,356 | (198,689 | ) | 262,667 | 5.8 | |||||||||||||||
Trade names, trademarks, and other | 60,080 | (12,239 | ) | 47,841 | 9.1 | |||||||||||||||
Non-competition agreements | 5,144 | (1,996 | ) | 3,148 | 2.4 | |||||||||||||||
Total | $ | 1,483,623 | $ | (577,085 | ) | $ | 906,538 | 8.5 | ||||||||||||
Estimated Amortization Expense | ' | |||||||||||||||||||
Estimated amortization expense for each of the five succeeding years as of September 30, 2013, is as follows (dollars in thousands): | ||||||||||||||||||||
Year Ending September 30, | Cost of Revenue | Other Operating Expenses | Total | |||||||||||||||||
2014 | $ | 57,714 | $ | 104,143 | $ | 161,857 | ||||||||||||||
2015 | 53,927 | 97,028 | 150,955 | |||||||||||||||||
2016 | 47,644 | 87,048 | 134,692 | |||||||||||||||||
2017 | 38,610 | 74,368 | 112,978 | |||||||||||||||||
2018 | 27,899 | 55,736 | 83,635 | |||||||||||||||||
Thereafter | 30,952 | 278,209 | 309,161 | |||||||||||||||||
Total | $ | 256,746 | $ | 696,532 | $ | 953,278 | ||||||||||||||
Accounts_Receivable_Tables
Accounts Receivable (Tables) | 12 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Receivables [Abstract] | ' | |||||||
Accounts Receivable, Excluding Acquired Unbilled Accounts Receivable | ' | |||||||
Accounts receivable consisted of the following (dollars in thousands): | ||||||||
September 30, 2013 | September 30, 2012 | |||||||
Trade accounts receivable | $ | 375,044 | $ | 369,585 | ||||
Unbilled accounts receivable under long-term contracts | 21,886 | 28,633 | ||||||
Gross accounts receivable | 396,930 | 398,218 | ||||||
Less — allowance for doubtful accounts | (8,529 | ) | (6,933 | ) | ||||
Less — allowance for sales returns | (5,660 | ) | (9,868 | ) | ||||
Accounts receivable, net | $ | 382,741 | $ | 381,417 | ||||
Land_Building_and_Equipment_Ne1
Land, Building and Equipment, Net (Tables) | 12 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||
Land, Building and Equipment, Net | ' | ||||||||||
Land, building and equipment, net consisted of the following (dollars in thousands): | |||||||||||
Useful Life | September 30, 2013 | September 30, 2012 | |||||||||
(In years) | |||||||||||
Land | — | $ | 2,400 | $ | 2,400 | ||||||
Building | 30 | 5,456 | 5,456 | ||||||||
Machinery and equipment | 5-Mar | 59,941 | 37,706 | ||||||||
Computers, software and equipment | 5-Mar | 210,647 | 173,022 | ||||||||
Leasehold improvements | 7-Feb | 26,357 | 21,963 | ||||||||
Furniture and fixtures | 5 | 14,862 | 12,995 | ||||||||
Construction in progress | — | 1,945 | 1,649 | ||||||||
Subtotal | 321,608 | 255,191 | |||||||||
Less: accumulated depreciation | (178,143 | ) | (139,057 | ) | |||||||
Land, building and equipment, net | $ | 143,465 | $ | 116,134 | |||||||
Accrued_Expenses_and_Other_Cur1
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Accrued Liabilities, Current [Abstract] | ' | |||||||
Accrued Expenses | ' | |||||||
Accrued expenses and other current liabilities consisted of the following (dollars in thousands): | ||||||||
September 30, 2013 | September 30, 2012 | |||||||
Compensation | $ | 112,756 | $ | 125,180 | ||||
Cost of revenue related liabilities | 17,992 | 12,050 | ||||||
Professional fees | 17,682 | 12,799 | ||||||
Accrued interest payable | 15,879 | 13,859 | ||||||
Acquisition costs and liabilities | 15,722 | 17,258 | ||||||
Sales and marketing incentives | 11,681 | 10,795 | ||||||
Sales and other taxes payable | 10,625 | 8,364 | ||||||
Other | 12,088 | 14,873 | ||||||
Total | $ | 214,425 | $ | 215,178 | ||||
Credit_Facilities_and_Debt_Tab
Credit Facilities and Debt (Tables) | 12 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Borrowing Obligations | ' | |||||||
At September 30, 2013 and 2012, we had the following borrowing obligations (dollars in thousands): | ||||||||
September 30, 2013 | September 30, 2012 | |||||||
5.375% Senior Notes due 2020, net of unamortized premium of $5.4 million at September 30, 2013 | $ | 1,055,385 | $ | 700,000 | ||||
2.75% Convertible Debentures due 2031, net of unamortized discount of $113.5 million and $136.4 million, respectively | 576,524 | 553,587 | ||||||
2.75% Convertible Debentures due 2027, net of unamortized discount of $8.8 million and $18.4 million, respectively | 241,206 | 231,552 | ||||||
Credit Facility, net of unamortized original issue discount of $1.2 million at September 30, 2013 | 481,016 | 630,596 | ||||||
Other | — | 170 | ||||||
Total long-term debt | 2,354,131 | 2,115,905 | ||||||
Less: current portion | 246,040 | 380,094 | ||||||
Non-current portion of long-term debt | $ | 2,108,091 | $ | 1,735,811 | ||||
Applicable Margin for Borrowings | ' | |||||||
he applicable margin for the borrowings is as follows: | ||||||||
Description | Base Rate Margin | LIBOR Margin | ||||||
Term loans maturing August 2019 | 1.75% | 2.75% | ||||||
Revolving facility due August 2018 | 0.50% - 0.75% (a) | 1.50% - 1.75% (a) | ||||||
(a) | The margin is determined based on our net leverage ratio at the date the interest rates are reset on the revolving credit line. | |||||||
Annual Aggregate Principal Term Loans to be Repaid | ' | |||||||
f only the baseline repayments are made, the annual aggregate principal amount of the term loans repaid would be as follows (dollars in thousands): | ||||||||
Year Ending September 30, | Amount | |||||||
2014 | $ | 4,834 | ||||||
2015 | 4,834 | |||||||
2016 | 4,834 | |||||||
2017 | 4,834 | |||||||
2018 | 4,834 | |||||||
Thereafter | 458,040 | |||||||
Total | $ | 482,210 | ||||||
Financial_Instruments_and_Hedg1
Financial Instruments and Hedging Activities (Tables) | 12 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||||
Summary of Outstanding Shares Subject to Security Price Guarantees | ' | ||||||||||
The following is a summary of the outstanding shares subject to security price guarantees at September 30, 2013 (dollars in thousands): | |||||||||||
Issue Date | Number of Shares Issued | Settlement Date | Total Value of Shares on Issue Date | ||||||||
June 1, 2013 | 193,699 | December 1, 2013 | $ | 3,750 | |||||||
August 15, 2013 | 934,960 | February 15, 2014 | $ | 18,400 | |||||||
Quantitative Summary of Fair Value of Hedged and Non-Hedged Instruments | ' | ||||||||||
The following table provides a quantitative summary of the fair value of our derivative instruments as of September 30, 2013 and 2012 (dollars in thousands): | |||||||||||
Fair Value | |||||||||||
Description | Balance Sheet Classification | September 30, 2013 | September 30, 2012 | ||||||||
Derivatives Not Designated as Hedges: | |||||||||||
Foreign currency contracts | Prepaid expenses and other current assets | $ | 2,201 | $ | 1,047 | ||||||
Security Price Guarantees | Prepaid expenses and other current assets | — | 1,758 | ||||||||
Security Price Guarantees | Accrued expenses and other current liabilities | (1,044 | ) | — | |||||||
Net asset value of non-hedged derivative instruments | $ | 1,157 | $ | 2,805 | |||||||
Summarized Activity of Derivative Instruments | ' | ||||||||||
The following tables summarize the activity of derivative instruments for the fiscal 2013 and 2012 (dollars in thousands): | |||||||||||
Derivatives Not Designated as Hedges for the Fiscal Year Ended September 30 | |||||||||||
Location of Gain (Loss) Recognized in Income | Amount of Gain (Loss) Recognized in Income | ||||||||||
2013 | 2012 | ||||||||||
Foreign currency contracts | Other income, net | $ | 2,182 | $ | (2,324 | ) | |||||
Security price guarantees | Other income, net | $ | (6,603 | ) | $ | 7,997 | |||||
Fair_Value_Measures_Tables
Fair Value Measures (Tables) | 12 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis | ' | |||||||||||||||
Assets and liabilities measured at fair value on a recurring basis at September 30, 2013 and 2012 consisted of (dollars in thousands): | ||||||||||||||||
September 30, 2013 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | ||||||||||||||||
Money market funds(a) | $ | 684,697 | $ | — | $ | — | $ | 684,697 | ||||||||
US government agency securities(a) | 1,000 | — | — | 1,000 | ||||||||||||
Marketable securities, $38,728 at cost (b) | — | 38,728 | — | 38,728 | ||||||||||||
Foreign currency exchange contracts(b) | — | 2,201 | — | 2,201 | ||||||||||||
Total assets at fair value | $ | 685,697 | $ | 40,929 | $ | — | $ | 726,626 | ||||||||
Liabilities: | ||||||||||||||||
Security price guarantees(c) | — | (1,044 | ) | — | (1,044 | ) | ||||||||||
Contingent earn-out(d) | — | — | (450 | ) | (450 | ) | ||||||||||
Total liabilities at fair value | $ | — | $ | (1,044 | ) | $ | (450 | ) | $ | (1,494 | ) | |||||
September 30, 2012 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | ||||||||||||||||
Money market funds(a) | $ | 971,091 | $ | — | $ | — | $ | 971,091 | ||||||||
Time deposits(b) | — | 39,344 | — | 39,344 | ||||||||||||
US government agency securities(a) | 1,000 | — | — | 1,000 | ||||||||||||
Foreign currency exchange contracts(b) | — | 1,047 | — | 1,047 | ||||||||||||
Security price guarantees(c) | — | 1,758 | — | 1,758 | ||||||||||||
Total assets at fair value | $ | 972,091 | $ | 42,149 | $ | — | $ | 1,014,240 | ||||||||
Liabilities: | ||||||||||||||||
Contingent earn-out(d) | — | — | (16,980 | ) | (16,980 | ) | ||||||||||
Total liabilities at fair value | $ | — | $ | — | $ | (16,980 | ) | $ | (16,980 | ) | ||||||
(a) | Money market funds and US government agency securities, included in cash and cash equivalents in the accompanying balance sheet, are valued at quoted market prices in active markets. | |||||||||||||||
(b) | The fair value of our time deposits, marketable securities and foreign currency exchange contracts is based on the most recent observable inputs for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active or are directly or indirectly observable. | |||||||||||||||
(c) | The fair values of the security price guarantees are determined using a modified Black-Scholes model, derived from observable inputs such as US treasury interest rates, our common stock price, and the volatility of our common stock. The valuation model values both the put and call components of the guarantees simultaneously, with the net value of those components representing the fair value of each instrument. | |||||||||||||||
(d) | The fair value of our contingent consideration arrangement is determined based on our evaluation as to the probability and amount of any earn-out that will be achieved based on expected future performance by the acquired entity, as well as our common stock price when the contingent consideration arrangement is payable in shares of our common stock. | |||||||||||||||
Changes in Fair Value of Level 3 Financial Instruments | ' | |||||||||||||||
The following table provides a summary of changes in fair value of our Level 3 financial instruments for the years ended September 30, 2013 and 2012 (dollars in thousands): | ||||||||||||||||
Amount | ||||||||||||||||
Balance as of September 30, 2011 | $ | 1,358 | ||||||||||||||
Earn-out liability established at time of acquisition | 16,444 | |||||||||||||||
Payments upon settlement | (2,064 | ) | ||||||||||||||
Charges to acquisition-related costs, net | 1,242 | |||||||||||||||
Balance as of September 30, 2012 | $ | 16,980 | ||||||||||||||
Earn-out liability established at time of acquisition | 450 | |||||||||||||||
Payments upon settlement | (17,259 | ) | ||||||||||||||
Charges to acquisition-related costs, net | 279 | |||||||||||||||
Balance as of September 30, 2013 | $ | 450 | ||||||||||||||
Restructuring_and_Other_Charge1
Restructuring and Other Charges, Net (Tables) | 12 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||||||||||
Accrual Activity Relating to Restructuring and Other Charges | ' | |||||||||||||||
The following table sets forth the fiscal 2013, 2012 and 2011 accrual activity relating to restructuring charges (dollars in thousands): | ||||||||||||||||
Personnel | Facilities | Other | Total | |||||||||||||
Balance at October 1, 2010 | $ | 1,838 | $ | 283 | $ | — | $ | 2,121 | ||||||||
Restructuring charges, net | 9,077 | 1,890 | 11,983 | 22,950 | ||||||||||||
Non-cash adjustment | 208 | — | (11,890 | ) | (11,682 | ) | ||||||||||
Cash payments | (6,002 | ) | (1,233 | ) | (93 | ) | (7,328 | ) | ||||||||
Balance at September 30, 2011 | 5,121 | 940 | — | 6,061 | ||||||||||||
Restructuring charges, net | 6,707 | 359 | 400 | 7,466 | ||||||||||||
Cash payments | (10,120 | ) | (1,267 | ) | (400 | ) | (11,787 | ) | ||||||||
Balance at September 30, 2012 | 1,708 | 32 | — | 1,740 | ||||||||||||
Restructuring charges, net | 15,262 | 1,641 | 304 | 17,207 | ||||||||||||
Non-cash adjustment | (452 | ) | — | (304 | ) | (756 | ) | |||||||||
Cash payments | (12,288 | ) | (482 | ) | — | (12,770 | ) | |||||||||
Balance at September 30, 2013 | $ | 4,230 | $ | 1,191 | $ | — | $ | 5,421 | ||||||||
Restructuring Charges by Segment | ' | |||||||||||||||
Restructuring charges, net by segment are as follows (dollars in thousands): | ||||||||||||||||
Personnel | Facilities | Other | Total | |||||||||||||
Fiscal Year 2011 | ||||||||||||||||
Healthcare | $ | 419 | $ | — | $ | 11,725 | $ | 12,144 | ||||||||
Mobile and Consumer | 5,091 | — | — | 5,091 | ||||||||||||
Enterprise | 1,867 | 1,304 | — | 3,171 | ||||||||||||
Imaging | 839 | — | — | 839 | ||||||||||||
Corporate | 861 | 586 | 258 | 1,705 | ||||||||||||
Total fiscal year 2011 | $ | 9,077 | $ | 1,890 | $ | 11,983 | $ | 22,950 | ||||||||
Fiscal Year 2012 | ||||||||||||||||
Healthcare | $ | 443 | $ | 61 | $ | — | $ | 504 | ||||||||
Mobile and Consumer | 1,679 | 597 | — | 2,276 | ||||||||||||
Enterprise | 1,262 | — | — | 1,262 | ||||||||||||
Imaging | 184 | — | — | 184 | ||||||||||||
Corporate | 3,139 | (299 | ) | 400 | 3,240 | |||||||||||
Total fiscal year 2012 | $ | 6,707 | $ | 359 | $ | 400 | $ | 7,466 | ||||||||
Fiscal Year 2013 | ||||||||||||||||
Healthcare | $ | 1,742 | $ | 757 | $ | 304 | $ | 2,803 | ||||||||
Mobile and Consumer | 4,124 | 736 | — | 4,860 | ||||||||||||
Enterprise | 3,942 | — | — | 3,942 | ||||||||||||
Imaging | 1,370 | 55 | — | 1,425 | ||||||||||||
Corporate | 4,084 | 93 | — | 4,177 | ||||||||||||
Total fiscal year 2013 | $ | 15,262 | $ | 1,641 | $ | 304 | $ | 17,207 | ||||||||
Supplemental_Cash_Flow_Informa1
Supplemental Cash Flow Information (Tables) | 12 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Supplemental Cash Flow Information [Abstract] | ' | |||||||||||
Cash Paid for Interest and Income Taxes | ' | |||||||||||
Cash paid for Interest and Income Taxes: | ||||||||||||
Year Ended September 30, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(Dollars in thousands) | ||||||||||||
Interest paid | $ | 95,727 | $ | 36,907 | $ | 23,034 | ||||||
Income taxes paid | $ | 18,329 | $ | 13,292 | $ | 15,949 | ||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Stockholders' Equity Note [Abstract] | ' | |||||||||||
Summary of Warrants and Stock Activities | ' | |||||||||||
The following table summarizes the warrants exercised by Warburg Pincus during the three year period ended September 30, 2013: | ||||||||||||
Date | Exercise Price per Share | Warrants Exercised | Total Shares Issued | |||||||||
August 29, 2012 | $ | 11.57 | 3,862,422 | 1,998,547 | ||||||||
February 15, 2012 | $ | 20 | 3,700,000 | 1,077,744 | ||||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Stock Based Compensation Included in Consolidated Statements of Operations | ' | ||||||||||||
The amounts included in the consolidated statements of operations relating to stock-based compensation are as follows (dollars in thousands): | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Cost of product and licensing | $ | 769 | $ | 137 | $ | 36 | |||||||
Cost of professional services and hosting | 17,924 | 26,409 | 27,814 | ||||||||||
Cost of maintenance and support | 3,537 | 956 | 2,186 | ||||||||||
Research and development | 34,957 | 29,565 | 24,289 | ||||||||||
Selling and marketing | 58,451 | 54,281 | 43,264 | ||||||||||
General and administrative | 43,687 | 63,233 | 49,707 | ||||||||||
Total | $ | 159,325 | $ | 174,581 | $ | 147,296 | |||||||
Summary of Stock Options Activity | ' | ||||||||||||
The table below summarizes activity relating to stock options for the years ended September 30, 2013, 2012 and 2011: | |||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||
Shares | Average | Average | Intrinsic | ||||||||||
Exercise | Remaining | Value(1) | |||||||||||
Price | Contractual | ||||||||||||
Term | |||||||||||||
Outstanding at September 30, 2010 | 10,703,237 | $ | 8.44 | ||||||||||
Granted | 1,000,000 | $ | 16.44 | ||||||||||
Exercised | (3,866,544 | ) | $ | 6.23 | |||||||||
Forfeited | (90,813 | ) | $ | 12.75 | |||||||||
Expired | (64,161 | ) | $ | 15.03 | |||||||||
Outstanding at September 30, 2011 | 7,681,719 | $ | 10.48 | ||||||||||
Assumed in the acquisition of Vlingo | 345,319 | $ | 7.57 | ||||||||||
Exercised | (1,803,647 | ) | $ | 7.4 | |||||||||
Forfeited | (79,781 | ) | $ | 8.78 | |||||||||
Expired | (4,330 | ) | $ | 8.72 | |||||||||
Outstanding at September 30, 2012 | 6,139,280 | $ | 11.24 | ||||||||||
Exercised | (1,884,330 | ) | $ | 7.23 | |||||||||
Forfeited | (57,290 | ) | $ | 9.1 | |||||||||
Expired | (13,502 | ) | $ | 12.58 | |||||||||
Outstanding at September 30, 2013 | 4,184,158 | $ | 13.08 | 2.9 years | $ | 23.5 | million | ||||||
Exercisable at September 30, 2013 | 4,158,145 | $ | 13.08 | 2.9 years | $ | 23.4 | million | ||||||
Exercisable at September 30, 2012 | 5,994,586 | ||||||||||||
Exercisable at September 30, 2011 | 6,565,907 | ||||||||||||
_______________________________________ | |||||||||||||
-1 | The aggregate intrinsic value on this table was calculated based on the positive difference, if any, between the closing market value of our common stock on September 30, 2013 ($18.68) and the exercise price of the underlying options. | ||||||||||||
Summary of Activity Relating to Restricted Units | ' | ||||||||||||
Restricted Units are not included in issued and outstanding common stock until the shares are vested and released. The table below summarizes activity relating to Restricted Units: | |||||||||||||
Number of Shares | Number of Shares | ||||||||||||
Underlying | Underlying | ||||||||||||
Restricted Units — | Restricted Units — | ||||||||||||
Contingent Awards | Time-Based | ||||||||||||
Awards | |||||||||||||
Outstanding at September 30, 2010 | 2,867,840 | 7,795,114 | |||||||||||
Granted | 1,779,905 | 5,167,589 | |||||||||||
Earned/released | (1,312,136 | ) | (4,977,397 | ) | |||||||||
Forfeited | (380,430 | ) | (699,188 | ) | |||||||||
Outstanding at September 30, 2011 | 2,955,179 | 7,286,118 | |||||||||||
Granted | 3,092,062 | 6,341,627 | |||||||||||
Earned/released | (1,057,207 | ) | (5,474,799 | ) | |||||||||
Forfeited | (319,754 | ) | (412,334 | ) | |||||||||
Outstanding at September 30, 2012 | 4,670,280 | 7,740,612 | |||||||||||
Granted | 3,046,493 | 8,027,067 | |||||||||||
Earned/released | (1,682,164 | ) | (5,886,568 | ) | |||||||||
Forfeited | (447,428 | ) | (785,687 | ) | |||||||||
Outstanding at September 30, 2013 | 5,587,181 | 9,095,424 | |||||||||||
Weighted average remaining recognition period of outstanding Restricted Units | 1.8 years | 1.9 years | |||||||||||
Unearned stock-based compensation expense of outstanding Restricted Units | $72.0 million | $132.6 million | |||||||||||
Aggregate intrinsic value of outstanding Restricted Units(1) | $104.4 million | $170.0 million | |||||||||||
-1 | The aggregate intrinsic value on this table was calculated based on the positive difference between the closing market value of our common stock on September 30, 2013 ($18.68) and the exercise price of the underlying Restricted Units. | ||||||||||||
Summary of Weighted-Average Grant-Date Fair Value, Shares Issued and Total Stock-Based Compensation Expense Recognized Related to the Plan | ' | ||||||||||||
A summary of the weighted-average grant-date fair value, shares issued and total stock-based compensation expense recognized related to the Plan are as follows: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Weighted-average grant-date fair value per share | $ | 4.79 | $ | 6.84 | $ | 4.63 | |||||||
Total shares issued (in millions) | 1 | 0.8 | 0.9 | ||||||||||
Total stock-based compensation expense (in millions) | $ | 5.1 | $ | 4.6 | $ | 3.7 | |||||||
Stock Options | ' | ||||||||||||
Summary of Weighted-Average Grant-Date Fair Value of Stock Options Granted and Intrinsic Value of Stock Options Exercised | ' | ||||||||||||
A summary of weighted-average grant-date (including assumed options) fair value and intrinsic value of stock options exercised is as follows: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Weighted-average grant-date fair value per share | $ | — | $ | 14.38 | $ | 6.13 | |||||||
Total intrinsic value of stock options exercised (in millions) | $ | 24.9 | $ | 30.9 | $ | 53 | |||||||
Weighted Average Assumptions Used to Estimate Fair Value of Purchase Rights Granted | ' | ||||||||||||
the fair value of the stock options granted and unvested options assumed from acquisitions were calculated using the following weighted-average assumptions: | |||||||||||||
2012 | 2011 | ||||||||||||
Dividend yield | 0 | % | 0 | % | |||||||||
Expected volatility | 46.6 | % | 46.1 | % | |||||||||
Average risk-free interest rate | 1.5 | % | 1.2 | % | |||||||||
Expected term (in years) | 3.5 | 4.1 | |||||||||||
Restricted Stock Units | ' | ||||||||||||
Summary of Weighted-Average Grant-Date Fair Value and Intrinsic Value of Restricted Units Vested | ' | ||||||||||||
A summary of weighted-average grant-date fair value, including those assumed in respective periods, and intrinsic value of all Restricted Units vested is as follows: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Weighted-average grant-date fair value per share | $ | 21.51 | $ | 25.11 | $ | 18.74 | |||||||
Total intrinsic value of shares vested (in millions) | $ | 158.6 | $ | 156.7 | $ | 116 | |||||||
Restricted Stock | ' | ||||||||||||
Summary of Activity Relating to Restricted Units | ' | ||||||||||||
The table below summarizes activity relating to Restricted Stock for fiscal 2013 and 2012: | |||||||||||||
Number of | Weighted | ||||||||||||
Shares | Average Grant | ||||||||||||
Underlying | Date Fair | ||||||||||||
Restricted Stock | Value | ||||||||||||
Outstanding at September 30, 2011 | — | $ | — | ||||||||||
Granted | 750,000 | $ | 25.8 | ||||||||||
Outstanding at September 30, 2012 | 750,000 | $ | 25.8 | ||||||||||
Granted | 750,000 | $ | 22.32 | ||||||||||
Vested | (500,000 | ) | $ | 24.06 | |||||||||
Outstanding at September 30, 2013 | 1,000,000 | $ | 24.06 | ||||||||||
Weighted average remaining recognition period of outstanding Restricted Stock | 1.6 years | ||||||||||||
Unearned stock-based compensation expense of outstanding Restricted Stock | $19.2 million | ||||||||||||
Aggregate intrinsic value of outstanding Restricted Stock(1) | $18.7 million | ||||||||||||
1995 Employee Stock Purchase Plan | ' | ||||||||||||
Weighted Average Assumptions Used to Estimate Fair Value of Purchase Rights Granted | ' | ||||||||||||
The fair value of the purchase rights granted under this plan was estimated on the date of grant using the Black-Scholes option-pricing model that uses the following weighted-average assumptions, which were derived in a manner similar to those discussed above relative to stock options: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | |||||||
Expected volatility | 36.9 | % | 42.8 | % | 35.7 | % | |||||||
Average risk-free interest rate | 0.1 | % | 0.2 | % | 0.1 | % | |||||||
Expected term (in years) | 0.5 | 0.5 | 0.5 | ||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||||||
Gross Future Minimum Payments Under Non-cancelable Operating Leases | ' | ||||||||||||
The following table outlines our gross future minimum payments under all non-cancelable operating leases as of September 30, 2013 (dollars in thousands): | |||||||||||||
Year Ending September 30, | Operating Leases | Other Contractual Obligations Assumed | Total | ||||||||||
2014 | $ | 41,329 | $ | 2,525 | $ | 43,854 | |||||||
2015 | 36,751 | 2,529 | 39,280 | ||||||||||
2016 | 32,086 | 1,048 | 33,134 | ||||||||||
2017 | 24,626 | — | 24,626 | ||||||||||
2018 | 16,919 | — | 16,919 | ||||||||||
Thereafter | 40,214 | — | 40,214 | ||||||||||
Total | $ | 191,925 | $ | 6,102 | $ | 198,027 | |||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||
Components of Income (Loss) Before Income Taxes | ' | |||||||||||
The components of (loss) income before income taxes are as follows (dollars in thousands): | ||||||||||||
Year Ended September 30, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Domestic | $ | (208,592 | ) | $ | (85,897 | ) | $ | 10,197 | ||||
Foreign | 111,912 | 151,199 | 19,820 | |||||||||
(Loss) income before income taxes | $ | (96,680 | ) | $ | 65,302 | $ | 30,017 | |||||
Components of Benefit from Income Taxes | ' | |||||||||||
The components of the provision (benefit) for income taxes are as follows (dollars in thousands): | ||||||||||||
Year Ended September 30, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Current: | ||||||||||||
Federal | $ | — | $ | (10,967 | ) | $ | 11,846 | |||||
State | 1,293 | 4,626 | 6,810 | |||||||||
Foreign | 19,737 | 16,055 | 17,013 | |||||||||
21,030 | 9,714 | 35,669 | ||||||||||
Deferred: | ||||||||||||
Federal | 2,759 | (131,889 | ) | (37,453 | ) | |||||||
State | 176 | (7,317 | ) | (243 | ) | |||||||
Foreign | (5,407 | ) | (12,341 | ) | (6,194 | ) | ||||||
(2,472 | ) | (151,547 | ) | (43,890 | ) | |||||||
Provision (benefit) for income taxes | $ | 18,558 | $ | (141,833 | ) | $ | (8,221 | ) | ||||
Effective income tax rate | (19.2 | )% | (217.2 | )% | (27.4 | )% | ||||||
Reconciliation of Effective Tax Rate to Statutory Federal Rate | ' | |||||||||||
The provision (benefit) for income taxes differed from the amount computed by applying the federal statutory rate to our (loss) income before income taxes as follows (dollars in thousands): | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Federal tax (benefit) provision at statutory rate | $ | (33,838 | ) | $ | 22,856 | $ | 10,506 | |||||
State tax, net of federal benefit | (3,900 | ) | (1,569 | ) | 4,182 | |||||||
Foreign tax rate and other foreign related tax items | 1,086 | (42,087 | ) | 2,831 | ||||||||
Stock-based compensation | 8,816 | 11,870 | 6,459 | |||||||||
Non-deductible expenditures | 1,723 | 5,862 | 10,965 | |||||||||
Change in U.S. and foreign valuation allowance | 35,958 | (145,644 | ) | (44,792 | ) | |||||||
Executive compensation | 3,517 | 4,585 | 3,946 | |||||||||
Other | 5,196 | 2,294 | (2,318 | ) | ||||||||
Provision (benefit) for income taxes | $ | 18,558 | $ | (141,833 | ) | $ | (8,221 | ) | ||||
Deferred Tax Assets (Liabilities) | ' | |||||||||||
Deferred tax assets (liabilities) consist of the following at September 30, 2013 and 2012 (dollars in thousands): | ||||||||||||
2013 | 2012 | |||||||||||
Deferred tax assets: | ||||||||||||
Net operating loss carryforwards | $ | 252,693 | $ | 237,273 | ||||||||
Federal and state credit carryforwards | 28,201 | 22,840 | ||||||||||
Capitalized research and development costs | 7,706 | 5,347 | ||||||||||
Accrued expenses and other reserves | 58,156 | 55,323 | ||||||||||
Difference in timing of revenue related items | — | 13,888 | ||||||||||
Deferred compensation | 35,333 | 43,078 | ||||||||||
Other | 7,045 | 4,422 | ||||||||||
Total deferred tax assets | 389,134 | 382,171 | ||||||||||
Valuation allowance for deferred tax assets | (139,676 | ) | (89,404 | ) | ||||||||
Net deferred tax assets | 249,458 | 292,767 | ||||||||||
Deferred tax liabilities: | ||||||||||||
Difference in timing of revenue related items | (10,133 | ) | — | |||||||||
Depreciation | (27,359 | ) | (26,802 | ) | ||||||||
Convertible debt | (45,607 | ) | (62,012 | ) | ||||||||
Acquired intangibles | (238,172 | ) | (256,939 | ) | ||||||||
Net deferred tax liabilities | $ | (71,813 | ) | $ | (52,986 | ) | ||||||
Reported as: | ||||||||||||
Short-term deferred tax assets | $ | 74,969 | $ | 87,564 | ||||||||
Other assets | 15,992 | 20,064 | ||||||||||
Long-term deferred tax liabilities | (162,774 | ) | (160,614 | ) | ||||||||
Net deferred tax liabilities | $ | (71,813 | ) | $ | (52,986 | ) | ||||||
Aggregate Changes in Balance of Gross Unrecognized Tax Benefits | ' | |||||||||||
The aggregate changes in the balance of our gross unrecognized tax benefits were as follows (dollars in thousands): | ||||||||||||
September 30, | ||||||||||||
2013 | 2012 | |||||||||||
Balance at beginning of year | $ | 17,382 | $ | 14,935 | ||||||||
Increases for tax positions taken during current period | 1,586 | 555 | ||||||||||
Increases for interest and penalty charges | 1,170 | 1,127 | ||||||||||
Increases for acquisitions | — | 1,925 | ||||||||||
Decreases for tax settlements and lapse in statutes | (521 | ) | (1,160 | ) | ||||||||
Balance at end of year | $ | 19,617 | $ | 17,382 | ||||||||
Segment_and_Geographic_Informa1
Segment and Geographic Information and Significant Customers (Tables) | 12 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||
Segment Results Along with Reconciliation of Segment Profit to Income Before Income Taxes | ' | |||||||||||
The following table presents segment results along with a reconciliation of segment profit to (loss) income before income taxes (dollars in thousands): | ||||||||||||
Year Ended September 30, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Segment revenues(a): | ||||||||||||
Healthcare | $ | 911,611 | $ | 669,354 | $ | 526,804 | ||||||
Mobile and Consumer | 479,195 | 508,256 | 393,343 | |||||||||
Enterprise | 323,452 | 332,034 | 296,373 | |||||||||
Imaging | 243,372 | 228,421 | 177,418 | |||||||||
Total segment revenues | 1,957,630 | 1,738,065 | 1,393,938 | |||||||||
Acquisition related revenue adjustments | (102,351 | ) | (86,556 | ) | (75,197 | ) | ||||||
Total consolidated revenue | 1,855,279 | 1,651,509 | 1,318,741 | |||||||||
Segment profit: | ||||||||||||
Healthcare | 352,157 | 314,862 | 269,357 | |||||||||
Mobile and Consumer | 142,998 | 227,641 | 170,918 | |||||||||
Enterprise | 78,937 | 90,846 | 63,276 | |||||||||
Imaging | 98,187 | 91,585 | 69,116 | |||||||||
Total segment profit | 672,279 | 724,934 | 572,667 | |||||||||
Corporate expenses and other, net | (135,300 | ) | (102,847 | ) | (100,288 | ) | ||||||
Acquisition-related revenues and costs of revenue adjustment | (93,679 | ) | (77,856 | ) | (64,724 | ) | ||||||
Non-cash stock-based compensation | (159,325 | ) | (174,581 | ) | (147,296 | ) | ||||||
Amortization of intangible assets | (168,841 | ) | (155,450 | ) | (143,330 | ) | ||||||
Acquisition-related costs, net | (29,685 | ) | (58,746 | ) | (21,866 | ) | ||||||
Restructuring and other charges, net | (16,385 | ) | (8,268 | ) | (22,862 | ) | ||||||
Costs associated with IP collaboration agreements | (20,582 | ) | (21,000 | ) | (19,750 | ) | ||||||
Other expense, net | (145,162 | ) | (60,884 | ) | (22,534 | ) | ||||||
(Loss) income before income taxes | $ | (96,680 | ) | $ | 65,302 | $ | 30,017 | |||||
(a) | Segment revenues differ from reported revenues due to certain revenue adjustments related to acquisitions that would otherwise have been recognized but for the purchase accounting treatment of the business combinations. Segment revenues also include revenue that the business would have otherwise recognized had we not acquired intellectual property and other assets from the same customer. These revenues are included to allow for more complete comparisons to the financial results of historical operations and in evaluating management performance. | |||||||||||
Classification of Revenue By Major Geographic Areas | ' | |||||||||||
Revenue, classified by the major geographic areas in which our customers are located, was as follows (dollars in thousands): | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
United States | $ | 1,339,733 | $ | 1,175,158 | $ | 963,688 | ||||||
International | 515,546 | 476,351 | 355,053 | |||||||||
Total | $ | 1,855,279 | $ | 1,651,509 | $ | 1,318,741 | ||||||
Location of Long-Lived Assets Including Intangible Assets and Goodwill | ' | |||||||||||
Our long-lived assets, including intangible assets and goodwill, were located as follows (dollars in thousands): | ||||||||||||
September 30, | September 30, | |||||||||||
2013 | 2012 | |||||||||||
United States | $ | 3,718,009 | $ | 3,161,995 | ||||||||
International | 957,059 | 935,739 | ||||||||||
Total | $ | 4,675,068 | $ | 4,097,734 | ||||||||
Quarterly_Data_Unaudited_Table
Quarterly Data (Unaudited) (Tables) | 12 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | |||||||||||||||||||
Quarterly Data Derived from Unaudited Consolidated Financial Statements with All Recurring Adjustments | ' | |||||||||||||||||||
The following information has been derived from unaudited consolidated financial statements that, in the opinion of management, include all recurring adjustments necessary for a fair statement of such information (dollars in thousands, except per share amounts): | ||||||||||||||||||||
First | Second | Third | Fourth | Year | ||||||||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||||||||
2013 | ||||||||||||||||||||
Total revenue | $ | 462,268 | $ | 450,999 | $ | 469,769 | $ | 472,243 | $ | 1,855,279 | ||||||||||
Gross profit | $ | 279,696 | $ | 259,814 | $ | 275,711 | $ | 273,508 | $ | 1,088,729 | ||||||||||
Net loss | $ | (22,096 | ) | $ | (25,848 | ) | $ | (34,974 | ) | $ | (32,320 | ) | $ | (115,238 | ) | |||||
Net loss per share: | ||||||||||||||||||||
Basic | $ | (0.07 | ) | $ | (0.08 | ) | $ | (0.11 | ) | $ | (0.10 | ) | $ | (0.37 | ) | |||||
Diluted | $ | (0.07 | ) | $ | (0.08 | ) | $ | (0.11 | ) | $ | (0.10 | ) | $ | (0.37 | ) | |||||
Weighted average common shares outstanding: | ||||||||||||||||||||
Basic | 312,571 | 315,473 | 315,441 | 310,944 | 313,587 | |||||||||||||||
Diluted | 312,571 | 315,473 | 315,441 | 310,944 | 313,587 | |||||||||||||||
First | Second | Third | Fourth | Year | ||||||||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||||||||
2012 | ||||||||||||||||||||
Total revenue | $ | 360,643 | $ | 390,341 | $ | 431,744 | $ | 468,781 | $ | 1,651,509 | ||||||||||
Gross profit | $ | 225,771 | $ | 249,669 | $ | 273,844 | $ | 297,296 | $ | 1,046,580 | ||||||||||
Net income | $ | 9,340 | $ | 890 | $ | 79,264 | $ | 117,641 | $ | 207,135 | ||||||||||
Net income per share: | ||||||||||||||||||||
Basic | $ | 0.03 | $ | 0 | $ | 0.26 | $ | 0.38 | $ | 0.67 | ||||||||||
Diluted | $ | 0.03 | $ | 0 | $ | 0.25 | $ | 0.36 | $ | 0.65 | ||||||||||
Weighted average common shares outstanding: | ||||||||||||||||||||
Basic | 304,011 | 305,282 | 306,766 | 309,307 | 306,371 | |||||||||||||||
Diluted | 320,536 | 322,642 | 320,559 | 322,424 | 320,822 | |||||||||||||||
In the quarter ended September 30, 2012, we recorded a tax benefit of $97.1 million which included $70.5 million in connection with the release of the U.S. and certain foreign valuation allowances as well as $26.6 million in connection with the establishment of a net deferred tax liability in purchase accounting related to our acquisition of Quantim. See Note 19 for additional discussion. |
Organization_and_Presentation_
Organization and Presentation (Details) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2011 | Sep. 30, 2013 | |
Segment | Segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' |
Number of reportable business segments | 4 | 4 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Narrative (Details) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | Jun. 30, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Oct. 24, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | |
Compensation_Methods | Minimum | Maximum | Healthcare Collaboration Agreement | Healthcare Collaboration Agreement | Healthcare Collaboration Agreement | Healthcare Collaboration Agreement | Intellectual Property Collaboration Agreements | Intellectual Property Collaboration Agreements | Intellectual Property Collaboration Agreements | Intellectual Property Collaboration Agreements | Intellectual Property Collaboration Agreements | Convertible Debentures 2.75% | Convertible Debentures 2.75% | Intellectual Property | Intellectual Property | Intellectual Property | |||
Parties | Minimum | Maximum | |||||||||||||||||
Statement [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of compensation methods, software-as-a-service | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue recognition period | ' | ' | ' | '1 year | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount rates used in reporting unit valuations | ' | ' | ' | 12.00% | 17.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Agreed amount payable to a large healthcare provider to acquire certain data to be used in a joint development project | ' | ' | ' | ' | ' | ' | ' | ' | $10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale of products and services, recorded as a reduction in reported revenue | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term after which entity can elect to receive a royalties buy-out payment | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expense reimbursement, recorded as a reduction in research and development expense | ' | ' | ' | ' | ' | 2,200,000 | 5,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of collaboration agreements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '6 years | ' | '2 years | '6 years | ' | ' | ' | ' | ' |
Issuance of common stock in connection with business and asset acquisitions (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,145,783 | 1,010,403 | 1,274,513 |
Valule of common shares issued under collaboration agreements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,500,000 | 23,400,000 | ' |
Estimated future payments in year three | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of parties to jointly own intellectual property | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Research and development costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,600,000 | 21,000,000 | 19,800,000 | ' | ' | ' | ' | ' | ' | ' |
Acquisition-related transaction costs | 29,685,000 | 58,746,000 | 21,866,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Advertising costs incurred | 52,100,000 | 48,200,000 | 35,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total comprehensive income (loss), net of taxes | -101,395,000 | 197,703,000 | 32,135,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Foreign currency transaction gains (losses) | ($500,000) | $600,000 | ($1,100,000) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible debentures, interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.75% | 2.75% | ' | ' | ' |
Potentially dilutive common stock equivalent shares excluded from the computation of diluted net income (loss) per share | 13,600,000 | 3,200,000 | 3,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Deferred Revenue (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
In Thousands, unless otherwise specified | ||
Deferred Revenue Arrangement [Line Items] | ' | ' |
Current deferred revenue | $253,753 | $206,610 |
Long-term deferred revenue | 160,823 | 108,481 |
Deferred maintenance revenue | ' | ' |
Deferred Revenue Arrangement [Line Items] | ' | ' |
Current deferred revenue | 134,213 | 114,036 |
Long-term deferred revenue | 51,784 | 43,763 |
Unearned revenue | ' | ' |
Deferred Revenue Arrangement [Line Items] | ' | ' |
Current deferred revenue | 119,540 | 92,574 |
Long-term deferred revenue | $109,039 | $64,718 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Receivable Allowances (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 |
Allowance for Doubtful Accounts [Member] | ' | ' | ' |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ' | ' | ' |
Valuation Allowances and Reserves, Beginning Balance | $6,933 | $5,707 | $6,301 |
Valuation Allowances and Reserves, Bad debt provision | 4,781 | 2,706 | 1,332 |
Valuation Allowances and Reserves, Write-offs, net of recoveries | -3,185 | -1,480 | -1,926 |
Valuation Allowances and Reserves, Adjustments | 0 | 0 | 0 |
Valuation Allowances and Reserves, Ending Balance | 8,529 | 6,933 | 5,707 |
Allowance for Sales Returns [Member] | ' | ' | ' |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ' | ' | ' |
Valuation Allowances and Reserves, Beginning Balance | 9,868 | 6,233 | 6,829 |
Valuation Allowances and Reserves, Bad debt provision | 0 | 0 | 0 |
Valuation Allowances and Reserves, Write-offs, net of recoveries | 0 | 0 | 0 |
Valuation Allowances and Reserves, Adjustments | -4,208 | 3,635 | -596 |
Valuation Allowances and Reserves, Ending Balance | $5,660 | $9,868 | $6,233 |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies - Inventories (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
In Thousands, unless otherwise specified | ||
Accounting Policies [Abstract] | ' | ' |
Components and parts | $11,504 | $7,562 |
Finished products | 3,212 | 3,813 |
Total inventory, net | $14,716 | $11,375 |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies - Acquisition-Related Costs (Details) (USD $) | 12 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | |
Accounting Policies [Abstract] | ' | ' | ' |
Increase (Decrease) in Other Noncurrent Liabilities | $17,800,000 | ' | ' |
Professional service fees | 20,381,000 | 48,401,000 | 18,030,000 |
Transition and integration costs | 28,302,000 | 9,888,000 | 3,361,000 |
Acquisition-related adjustments | -18,998,000 | 457,000 | 475,000 |
Total | $29,685,000 | $58,746,000 | $21,866,000 |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies - Accumulated Other Comprehensive Income (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 |
In Thousands, unless otherwise specified | |||
Accounting Policies [Abstract] | ' | ' | ' |
Foreign currency translation adjustment | $7,788 | ($3,456) | $4,320 |
Unrealized (losses) gains on marketable securities | 0 | 0 | -12 |
Net unrealized gains on cash flow hedge derivatives | 0 | 0 | 20 |
Net unrealized losses on post-retirement benefits | -975 | -3,574 | -1,926 |
Total | $6,813 | ($7,030) | $2,402 |
Summary_of_Significant_Account9
Summary of Significant Accounting Policies - Net Income (Loss) Per Share (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 |
Basic | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | ($32,320) | ($34,974) | ($25,848) | ($22,096) | $117,641 | $79,264 | $890 | $9,340 | ($115,238) | $207,135 | $38,238 |
Allocation of undistributed earnings to preferred stockholders | ' | ' | ' | ' | ' | ' | ' | ' | 0 | -2,381 | -445 |
Net income (loss) available to common stockholders - basic | ' | ' | ' | ' | ' | ' | ' | ' | -115,238 | 204,754 | 37,793 |
Diluted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) attributable to common stockholders - diluted | ($32,320) | ($34,974) | ($25,848) | ($22,096) | $117,641 | $79,264 | $890 | $9,340 | ($115,238) | $207,135 | $38,238 |
Basic | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average common shares outstanding - basic | 310,944 | 315,441 | 315,473 | 312,571 | 309,307 | 306,766 | 305,282 | 304,011 | 313,587 | 306,371 | 302,277 |
Diluted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average common shares outstanding - basic | 310,944 | 315,441 | 315,473 | 312,571 | 309,307 | 306,766 | 305,282 | 304,011 | 313,587 | 306,371 | 302,277 |
Weighted average effect of dilutive common equivalent shares: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assumed conversion of Series B Preferred Stock | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 3,562 | 3,562 |
Employee stock compensation plans | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 6,074 | 8,457 |
Warrants | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 2,094 | 1,499 |
Convertible Debt | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 2,558 | 0 |
Other contingently issuable shares | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 163 | 165 |
Weighted average common shares outstanding - diluted | 310,944 | 315,441 | 315,473 | 312,571 | 322,424 | 320,559 | 322,642 | 320,536 | 313,587 | 320,822 | 315,960 |
Net income (loss) per share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic (per share) | ($0.10) | ($0.11) | ($0.08) | ($0.07) | $0.38 | $0.26 | $0 | $0.03 | ($0.37) | $0.67 | $0.13 |
Diluted (per share) | ($0.10) | ($0.11) | ($0.08) | ($0.07) | $0.36 | $0.25 | $0 | $0.03 | ($0.37) | $0.65 | $0.12 |
Recovered_Sheet1
Summary of Significant Accounting Policies Marketable Securities and Minority Investments (Details) (USD $) | Sep. 30, 2013 |
In Millions, unless otherwise specified | |
Marketable Securities and Minority Investments [Abstract] | ' |
Marketable Securities | $38.70 |
Business_Acquisitions_Business
Business Acquisitions Business Acquisitions - Purchase Consideration for Vlingo, Transcend and Other (Details) (USD $) | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | |||||||||||||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Oct. 31, 2009 | Sep. 30, 2012 | Jun. 01, 2012 | Jun. 01, 2012 | Jun. 01, 2012 | Jun. 01, 2012 | Jun. 01, 2012 | Jun. 01, 2012 | Apr. 26, 2012 | Jun. 01, 2012 | Jun. 01, 2012 | Jun. 01, 2012 | Jun. 01, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 01, 2012 | Jun. 01, 2012 | Jun. 01, 2012 | Jun. 01, 2012 | Jun. 01, 2012 | Sep. 30, 2012 | Sep. 30, 2012 | ||||
Developed Technology Rights [Member] | Customer relationships | Customer relationships | Trade name | Trade name | Non-competition agreements | Non-competition agreements | Vlingo | Vlingo | Vlingo | Vlingo | Vlingo | Vlingo | Vlingo | Transcend | Transcend | Transcend | Transcend | Transcend | Transcend | Other | Other | Other | Other | Other | Other | Other | Quantim | Vlingo, Transcend and Other | ||||||
Core and completed technology | Customer relationships | Trade name | Non-competition agreements | Core and completed technology | Customer relationships | Trade name | Non-competition agreements | Core and completed technology | Customer relationships | Trade name | Non-competition agreements | |||||||||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-lived Intangibles | $109,175,000 | ' | $33,653,000 | $71,970,000 | ' | $3,122,000 | ' | $430,000 | ' | ' | ' | $29,382,000 | $5,362,000 | $23,200,000 | $30,000 | $790,000 | $142,160,000 | ' | $5,410,000 | $130,260,000 | $4,480,000 | $2,010,000 | ' | ' | $144,900,000 | $45,300,000 | $90,400,000 | $9,000,000 | $200,000 | ' | ' | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 189,420,000 | [1] | ' | ' | ' | ' | ' | 214,209,000 | [1] | ' | ' | ' | ' | 124,230,000 | 208,102,000 | [1] | ' | ' | ' | ' | ' | ' | ' |
Convertible preferred securities acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Gain on conversion of convertible preferred securities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Accounts receivable, gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 88,000,000 | |||
Accounts receivable, reserve | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -13,800,000 | |||
Fair value of contingent consideration | 450,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | 16,444,000 | ' | ' | ' | ' | ' | ' | ' | |||
Fair value of prior investment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 28,696,000 | [2] | ' | ' | ' | ' | ' | 0 | [2] | ' | ' | ' | ' | ' | 0 | [2] | ' | ' | ' | ' | ' | ' | ' |
Total purchase consideration | 251,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 225,000,000 | ' | ' | ' | ' | ' | 332,253,000 | ' | ' | ' | ' | 251,558,000 | 355,638,000 | ' | ' | ' | ' | ' | 230,200,000 | ' | |||
business acquisitions, cost of acquired entity, cash paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 196,304,000 | ' | ' | ' | ' | ' | 332,253,000 | ' | ' | ' | ' | 251,108,000 | 339,194,000 | ' | ' | ' | ' | ' | ' | ' | |||
Goodwill, Purchase Accounting Adjustments | -4,152,000 | -669,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Allocation of the purchase consideration: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | 6,255,000 | ' | ' | ' | ' | 18,004,000 | 10,194,000 | ' | ' | ' | ' | ' | ' | ' | |||
Accounts Receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,904,000 | [3] | ' | ' | ' | ' | ' | 16,766,000 | [3] | ' | ' | ' | ' | 17,190,000 | 51,564,000 | [3] | ' | ' | ' | ' | ' | ' | ' |
Net assets acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 225,000,000 | ' | ' | ' | ' | ' | 332,253,000 | ' | ' | ' | ' | 251,558,000 | 355,638,000 | ' | ' | ' | ' | ' | ' | ' | |||
Weighted average life (Years) | ' | ' | '6 years 7 months | '10 years 11 months | '11 years 6 months | '6 years 7 months | '8 years 2 months | '2 years 9 months | '3 years | ' | ' | ' | '5 years 4 months 26 days | '14 years | '1 year | '3 years | ' | ' | '5 years | '13 years | '4 years | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Identifiable Intangible Assets Acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 29,382,000 | [4] | ' | ' | ' | ' | ' | 142,160,000 | [4] | ' | ' | ' | ' | 109,175,000 | 144,900,000 | [4] | ' | ' | ' | ' | ' | ' | ' |
Other Assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,274,000 | ' | ' | ' | ' | ' | 17,714,000 | ' | ' | ' | ' | 29,150,000 | 9,707,000 | ' | ' | ' | ' | ' | ' | ' | |||
Total Assets Acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 230,980,000 | ' | ' | ' | ' | ' | 397,104,000 | ' | ' | ' | ' | 297,749,000 | 424,467,000 | ' | ' | ' | ' | ' | ' | ' | |||
Current Liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,980,000 | ' | ' | ' | ' | ' | 21,583,000 | ' | ' | ' | ' | 9,788,000 | 8,544,000 | ' | ' | ' | ' | ' | ' | ' | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | 41,000,000 | ' | ' | ' | ' | 35,346,000 | 57,247,000 | ' | ' | ' | ' | ' | ' | ' | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | 2,268,000 | ' | ' | ' | ' | 1,057,000 | 3,038,000 | ' | ' | ' | ' | ' | ' | ' | |||
Total Liabilities Assumed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5,980,000 | ' | ' | ' | ' | ' | $64,851,000 | ' | ' | ' | ' | $46,191,000 | $68,829,000 | ' | ' | ' | ' | ' | ' | ' | |||
[1] | At the time of the Vlingo acquisition, we ascribed significant value to future new customer relationships, future technologies that could be developed, as well as synergies and other benefits that do not meet the recognition criteria of acquired identifiable intangible assets. Accordingly, the value of these components is included within goodwill. | |||||||||||||||||||||||||||||||||
[2] | In October 2009, we acquired $15.0 million of convertible preferred securities of Vlingo. We have recognized a gain of $13.7 million included in other (expense) income, net, in year ended SeptemberB 30, 2012, reflecting the fair value adjustment as a result of the conversion of our original investment in the non-controlling interest upon the closing of the Vlingo acquisition. | |||||||||||||||||||||||||||||||||
[3] | Accounts receivable have been recorded at their estimated fair values, which consists of the gross accounts receivable assumed of $88.0 million, reduced by a fair value reserve of $13.8 million representing the portion of contractually owed accounts receivable which we do not expect to be collected. | |||||||||||||||||||||||||||||||||
[4] | The following are the identifiable intangible assets acquired and their respective weighted average useful lives, as determined based on final valuations (dollars in thousands):B VlingoB TranscendB Other Fiscal 2012 AcquisitionsB AmountB WeightedAverageLife (Years)B AmountB WeightedAverageLife (Years)B AmountB WeightedAverageLife (Years)Core and completed technology$5,362B 5.4B $5,410B 5.0B $45,300B 7.9Customer relationships23,200B 14.0B 130,260B 13.0B 90,400B 11.5Trade name30B 1.0B 4,480B 4.0B 9,000B 8.2Non-Compete agreements790B 3.0B 2,010B 3.0B 200B 3.0Total$29,382 $142,160 $144,900 |
Business_Acquisitions_Purchase
Business Acquisitions - Purchase Consideration for Equitrac and SVOX (Details) | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 15, 2011 | Jun. 15, 2011 | Jun. 15, 2011 | Jun. 15, 2011 | Jun. 16, 2011 | Jun. 16, 2011 | Jun. 16, 2011 | Jun. 16, 2011 | Jun. 16, 2011 | Jun. 16, 2011 | Sep. 30, 2011 | Jun. 16, 2011 | Jun. 16, 2011 | ||
USD ($) | Customer relationships | Customer relationships | Trade name | Trade name | Equitrac Corporation | Equitrac Corporation | Equitrac Corporation | Equitrac Corporation | SVOX AG | SVOX AG | SVOX AG | SVOX AG | SVOX AG | Equitrac and SVOX | Series of Individually Immaterial Business Acquisitions | First Potential Contingent Consideration [Member] | Second Potential Contingent Consideration [Member] | |||
USD ($) | USD ($) | USD ($) | Customer relationships | Core and completed technology | Trade name | USD ($) | EUR (€) | Customer relationships | Core and completed technology | Trade name | USD ($) | USD ($) | SVOX AG | SVOX AG | ||||||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | EUR (€) | EUR (€) | |||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-lived Intangibles | $109,175,000 | $71,970,000 | ' | $3,122,000 | ' | $91,900,000 | $55,800,000 | $22,000,000 | $14,100,000 | $42,165,000 | ' | $35,612,000 | $6,268,000 | $285,000 | ' | $57,800,000 | ' | ' | ||
business acquisitions, cost of acquired entity, cash paid | ' | ' | ' | ' | ' | 161,950,000 | ' | ' | ' | 80,919,000 | 57,000,000 | ' | ' | ' | ' | ' | ' | ' | ||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | ' | ' | ' | ' | ' | 90,077,000 | ' | ' | ' | 86,767,000 | ' | ' | ' | ' | ' | 94,400,000 | ' | ' | ||
Identifiable Intangible Assets Acquired | ' | ' | ' | ' | ' | 91,900,000 | [1] | ' | ' | ' | 42,165,000 | [1] | ' | ' | ' | ' | ' | ' | ' | ' |
Other Assets | ' | ' | ' | ' | ' | 12,144,000 | ' | ' | ' | 2,728,000 | ' | ' | ' | ' | ' | ' | ' | ' | ||
Total Assets Acquired | ' | ' | ' | ' | ' | 206,629,000 | ' | ' | ' | 135,323,000 | ' | ' | ' | ' | ' | ' | ' | ' | ||
Current Liabilities | ' | ' | ' | ' | ' | 6,368,000 | ' | ' | ' | 9,663,000 | ' | ' | ' | ' | ' | ' | ' | ' | ||
Accounts receivable, gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,400,000 | ' | ' | ' | ||
Accounts receivable, reserve | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,800,000 | ' | ' | ' | ||
Deferred acquisition payment | ' | ' | ' | ' | ' | 0 | ' | ' | ' | 41,456,000 | 30,000,000 | ' | ' | ' | ' | ' | ' | ' | ||
Total purchase consideration | 251,600,000 | ' | ' | ' | ' | 161,950,000 | ' | ' | ' | 122,375,000 | 87,000,000 | ' | ' | ' | ' | 157,100,000 | ' | ' | ||
Allocation of the purchase consideration: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Cash | ' | ' | ' | ' | ' | 115,000 | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ||
Accounts Receivable | ' | ' | ' | ' | ' | 9,931,000 | [2] | ' | ' | ' | 3,663,000 | [2] | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | ' | ' | ' | ' | ' | 2,462,000 | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ||
Deferred tax liability | ' | ' | ' | ' | ' | -38,311,000 | ' | ' | ' | -3,285,000 | ' | ' | ' | ' | ' | ' | ' | ' | ||
Total Liabilities Assumed | ' | ' | ' | ' | ' | 44,679,000 | ' | ' | ' | 12,948,000 | ' | ' | ' | ' | ' | ' | ' | ' | ||
Net assets acquired | ' | ' | ' | ' | ' | 161,950,000 | ' | ' | ' | 122,375,000 | ' | ' | ' | ' | ' | ' | ' | ' | ||
Weighted average life (Years) | ' | '10 years 11 months | '11 years 6 months | '6 years 7 months | '8 years 2 months | ' | '15 years | '7 years | '10 years | ' | ' | '13 years 4 months 24 days | '5 years | '3 years | ' | '12 years 4 months 26 days | ' | ' | ||
Fair value of contingent consideration | -450,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,300,000 | ' | ||
Business acquisition, contingent consideration and deferred payment, noncurrent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | € 21,700,000 | ||
[1] | The following are the identifiable intangible assets acquired and their respective weighted average useful lives, as determined based on final valuations (dollars in thousands):B EquitracB SVOXB AmountB WeightedAverageLife (Years)B AmountB WeightedAverageLife (Years)Customer relationships$55,800B 15.0B $35,612B 13.4Core and completed technology22,000B 7.0B 6,268B 5.0Trade name14,100B 10.0B 285B 3.0Total$91,900 $42,165 | |||||||||||||||||||
[2] | Accounts receivable have been recorded at their estimated fair values, which consists of the gross accounts receivable assumed of $15.4 million, reduced by a fair value reserve of $1.8 million representing the portion of contractually owed accounts receivable which we do not expect to be collected. |
Business_Acquisitions_Business1
Business Acquisitions Business Acquisitions - Indentifiable Intangible Assets Acquired and Their Respective Weighted Average Usefule Lives of SpinVox (Details) (USD $) | 12 Months Ended | ||||||||||||||||||||||||||||||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |||||||||||||||||||
Series of Individually Immaterial Business Acquisitions | TGT [Member] | J.A. Thomas and Associates [Member] | Developed Technology Rights [Member] | Developed Technology Rights [Member] | Developed Technology Rights [Member] | Customer relationships | Customer relationships | Customer relationships | Trade name | Trade name | Trade name | Non-competition agreements | Non-competition agreements | Non-competition agreements | |||||||||||||||||||||
TGT [Member] | J.A. Thomas and Associates [Member] | TGT [Member] | J.A. Thomas and Associates [Member] | TGT [Member] | J.A. Thomas and Associates [Member] | TGT [Member] | J.A. Thomas and Associates [Member] | ||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-lived Intangibles | $109,175 | $57,800 | $33,600 | $71,310 | $33,653 | $7,700 | $3,920 | $71,970 | $25,900 | $66,100 | $3,122 | $0 | $1,290 | $430 | $0 | $0 | |||||||||||||||||||
Weighted average life (Years) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||||||||||
Business Acquisitions | |||||||||||||||||||||||||||||||||||
Fiscal 2013 Acquisitions | |||||||||||||||||||||||||||||||||||
On May 31, 2013, we acquired TGT for total consideration of $83.3 million in cash, including a purchase price adjustment as specified in the asset purchase agreement. TGT provides cloud-based infotainment and communications solutions to the automotive industry. The transaction was structured as an asset acquisition, and therefore the goodwill is expected to be deductible for tax purposes. The results of operations for TGT are included in our Mobile and Consumer segment from the acquisition date. | |||||||||||||||||||||||||||||||||||
In October 2012, we acquired JA Thomas for cash consideration totaling approximately $244.8 million together with a deferred payment of $25.0 million contingent on the continued employment of certain key executives. The deferred payment will be recorded as compensation expense over the requisite employment period, and included in acquisition-related costs, net in our consolidated statements of operations. JA Thomas provides Clinical Documentation Improvement solutions to hospitals, primarily in the U.S., and the results of operations are included in our Healthcare segment from the acquisition date. In accordance with the JA Thomas stock purchase agreement, we reached an agreement with the sellers to treat this transaction as an asset purchase, and therefore the goodwill is expected to be deductible for tax purposes. | |||||||||||||||||||||||||||||||||||
During fiscal 2013, we acquired several other businesses for total purchase consideration of $251.6 million. These acquisitions are not individually material and were made in each of our segments. These acquisitions are treated as stock purchases, and the goodwill resulting from these acquisitions is not expected to be deductible for tax purposes. | |||||||||||||||||||||||||||||||||||
The results of operations of these acquisitions have been included in our financial results from the applicable acquisition date. A summary of the preliminary allocation of the purchase consideration for our fiscal 2013 acquisitions is as follows (dollars in thousands): | |||||||||||||||||||||||||||||||||||
TGT | JA Thomas | Other Fiscal 2013 Acquisitions | |||||||||||||||||||||||||||||||||
Purchase consideration: | |||||||||||||||||||||||||||||||||||
Cash | $ | 83,330 | $ | 244,777 | $ | 251,108 | |||||||||||||||||||||||||||||
Fair value of contingent consideration | — | — | 450 | ||||||||||||||||||||||||||||||||
Total purchase consideration | $ | 83,330 | $ | 244,777 | $ | 251,558 | |||||||||||||||||||||||||||||
Allocation of the purchase consideration: | |||||||||||||||||||||||||||||||||||
Cash | $ | — | $ | 3,555 | $ | 18,004 | |||||||||||||||||||||||||||||
Accounts receivable (a) | 8,895 | 8,293 | 17,190 | ||||||||||||||||||||||||||||||||
Goodwill | 42,742 | 163,880 | 124,230 | ||||||||||||||||||||||||||||||||
Identifiable intangible assets (b) | 33,600 | 71,310 | 109,175 | ||||||||||||||||||||||||||||||||
Other assets | 10,330 | 2,935 | 29,150 | ||||||||||||||||||||||||||||||||
Total assets acquired | 95,567 | 249,973 | 297,749 | ||||||||||||||||||||||||||||||||
Current liabilities | (1,452 | ) | (3,033 | ) | (9,788 | ) | |||||||||||||||||||||||||||||
Deferred tax liability | — | (1,474 | ) | (35,346 | ) | ||||||||||||||||||||||||||||||
Other long term liabilities | (10,785 | ) | (689 | ) | (1,057 | ) | |||||||||||||||||||||||||||||
Total liabilities assumed | (12,237 | ) | (5,196 | ) | (46,191 | ) | |||||||||||||||||||||||||||||
Net assets acquired | $ | 83,330 | $ | 244,777 | $ | 251,558 | |||||||||||||||||||||||||||||
(a) | Accounts receivable have been recorded at their estimated fair values and the fair value reserve was not material. | ||||||||||||||||||||||||||||||||||
(b) | The following are the identifiable intangible assets acquired and their respective weighted average useful lives, as determined based on preliminary valuations (dollars in thousands): | ||||||||||||||||||||||||||||||||||
TGT | JA Thomas | Other Fiscal 2013 Acquisitions | |||||||||||||||||||||||||||||||||
Amount | Weighted | Amount | Weighted | Amount | Weighted | ||||||||||||||||||||||||||||||
Average | Average | Average | |||||||||||||||||||||||||||||||||
Life | Life | Life | |||||||||||||||||||||||||||||||||
(Years) | (Years) | (Years) | |||||||||||||||||||||||||||||||||
Core and completed technology | $ | 7,700 | 7 | $ | 3,920 | 5 | $ | 33,653 | 6.6 | ||||||||||||||||||||||||||
Customer relationships | 25,900 | 9 | 66,100 | 11 | 71,970 | 10.9 | |||||||||||||||||||||||||||||
Trade names | — | — | 1,290 | 7 | 3,122 | 6.6 | |||||||||||||||||||||||||||||
Non-Compete agreements | — | — | — | — | 430 | 2.8 | |||||||||||||||||||||||||||||
Total | $ | 33,600 | $ | 71,310 | $ | 109,175 | |||||||||||||||||||||||||||||
The fair value estimates for the assets acquired and liabilities assumed for acquisitions completed during fiscal 2013 were based upon preliminary calculations and valuations, and our estimates and assumptions for each of these acquisitions are subject to change as we obtain additional information during the respective measurement periods (up to one year from the respective acquisition dates). The primary areas of preliminary estimates that were not yet finalized related to certain receivables and liabilities acquired and identifiable intangible assets. | |||||||||||||||||||||||||||||||||||
Fiscal 2012 Acquisitions | |||||||||||||||||||||||||||||||||||
On June 1, 2012, we acquired all of the outstanding capital stock of Vlingo for net cash consideration of $196.3 million, which excludes the amounts we received as a security holder of Vlingo, as described below. Vlingo provides technology that turns spoken words into action by combining speech recognition and natural language processing technology to understand the user's intent and take the appropriate action. The acquisition is treated as a stock purchase for accounting purposes, and the goodwill resulting from this acquisition is not expected to be deductible for tax purposes. The results of operations for Vlingo are included in our Mobile and Consumer Segment from the acquisition date. | |||||||||||||||||||||||||||||||||||
On April 26, 2012, we acquired all of the outstanding capital stock of Transcend, a provider of medical transcription and editing services. The aggregate consideration payable to the former stockholders of Transcend was $332.3 million. The acquisition is treated as a stock purchase for accounting purposes, and the goodwill resulting from this acquisition is not expected to be deductible for tax purposes. The results of operations for Transcend are included in our Healthcare segment from the acquisition date. | |||||||||||||||||||||||||||||||||||
During fiscal 2012, we acquired three additional businesses for total cash consideration of $355.6 million. The most significant of these other acquisitions was Quantim, for which we paid total consideration of $230.2 million, and is included in our Healthcare segment. The results of operations of these acquisitions have been included in our consolidated results from their respective acquisition dates. The goodwill resulting from these transactions is not expected to be deductible for tax purposes. | |||||||||||||||||||||||||||||||||||
A summary of the final allocation of the purchase consideration for Vlingo, Transcend and our other fiscal 2012 acquisitions is as follows (dollars in thousands): | |||||||||||||||||||||||||||||||||||
Vlingo | Transcend | Other Fiscal 2012 Acquisitions | |||||||||||||||||||||||||||||||||
Purchase consideration: | |||||||||||||||||||||||||||||||||||
Cash | $ | 196,304 | $ | 332,253 | $ | 339,194 | |||||||||||||||||||||||||||||
Fair value of contingent consideration | — | — | 16,444 | ||||||||||||||||||||||||||||||||
Fair value of prior investment (a) | 28,696 | — | — | ||||||||||||||||||||||||||||||||
Total purchase consideration | $ | 225,000 | $ | 332,253 | $ | 355,638 | |||||||||||||||||||||||||||||
Allocation of the purchase consideration: | |||||||||||||||||||||||||||||||||||
Cash | $ | — | $ | 6,255 | $ | 10,194 | |||||||||||||||||||||||||||||
Accounts receivable(b) | 5,904 | 16,766 | 51,564 | ||||||||||||||||||||||||||||||||
Goodwill (c) | 189,420 | 214,209 | 208,102 | ||||||||||||||||||||||||||||||||
Identifiable intangible assets(d) | 29,382 | 142,160 | 144,900 | ||||||||||||||||||||||||||||||||
Other assets | 6,274 | 17,714 | 9,707 | ||||||||||||||||||||||||||||||||
Total assets acquired | 230,980 | 397,104 | 424,467 | ||||||||||||||||||||||||||||||||
Current liabilities | (5,980 | ) | (21,583 | ) | (8,544 | ) | |||||||||||||||||||||||||||||
Deferred tax liability | — | (41,000 | ) | (57,247 | ) | ||||||||||||||||||||||||||||||
Other long term liabilities | — | (2,268 | ) | (3,038 | ) | ||||||||||||||||||||||||||||||
Total liabilities assumed | (5,980 | ) | (64,851 | ) | (68,829 | ) | |||||||||||||||||||||||||||||
Net assets acquired | $ | 225,000 | $ | 332,253 | $ | 355,638 | |||||||||||||||||||||||||||||
(a) | In October 2009, we acquired $15.0 million of convertible preferred securities of Vlingo. We have recognized a gain of $13.7 million included in other (expense) income, net, in year ended September 30, 2012, reflecting the fair value adjustment as a result of the conversion of our original investment in the non-controlling interest upon the closing of the Vlingo acquisition. | ||||||||||||||||||||||||||||||||||
(b) | Accounts receivable have been recorded at their estimated fair values, which consists of the gross accounts receivable assumed of $88.0 million, reduced by a fair value reserve of $13.8 million representing the portion of contractually owed accounts receivable which we do not expect to be collected. | ||||||||||||||||||||||||||||||||||
(c) | At the time of the Vlingo acquisition, we ascribed significant value to future new customer relationships, future technologies that could be developed, as well as synergies and other benefits that do not meet the recognition criteria of acquired identifiable intangible assets. Accordingly, the value of these components is included within goodwill. | ||||||||||||||||||||||||||||||||||
(d) | The following are the identifiable intangible assets acquired and their respective weighted average useful lives, as determined based on final valuations (dollars in thousands): | ||||||||||||||||||||||||||||||||||
Vlingo | Transcend | Other Fiscal 2012 Acquisitions | |||||||||||||||||||||||||||||||||
Amount | Weighted | Amount | Weighted | Amount | Weighted | ||||||||||||||||||||||||||||||
Average | Average | Average | |||||||||||||||||||||||||||||||||
Life | Life | Life | |||||||||||||||||||||||||||||||||
(Years) | (Years) | (Years) | |||||||||||||||||||||||||||||||||
Core and completed technology | $ | 5,362 | 5.4 | $ | 5,410 | 5 | $ | 45,300 | 7.9 | ||||||||||||||||||||||||||
Customer relationships | 23,200 | 14 | 130,260 | 13 | 90,400 | 11.5 | |||||||||||||||||||||||||||||
Trade name | 30 | 1 | 4,480 | 4 | 9,000 | 8.2 | |||||||||||||||||||||||||||||
Non-Compete agreements | 790 | 3 | 2,010 | 3 | 200 | 3 | |||||||||||||||||||||||||||||
Total | $ | 29,382 | $ | 142,160 | $ | 144,900 | |||||||||||||||||||||||||||||
Fiscal 2011 Acquisitions | |||||||||||||||||||||||||||||||||||
On June 16, 2011, we acquired all of the outstanding capital stock of SVOX, a Swiss based seller of speech recognition, dialog, and text-to-speech software products for the automotive, mobile and consumer electronics industries in our Mobile and Consumer segment. Total purchase consideration was €87.0 million which consists of cash consideration of €57.0 million ($80.9 million based on the exchange rate as of the date of acquisition) and aggregate deferred acquisition payments of €30.0 million ($41.5 million based on the exchange rate as of the date of acquisition). The deferred acquisition payment is payable in cash or shares of our common stock, at our option; €8.3 million of the deferred acquisition payment was paid in cash in June 2012 and the remaining cash payment of €21.7 million was made in December 2012. The acquisition is treated as a stock purchase for accounting purposes, and the goodwill resulting from this acquisition is not expected to be deductible for tax purposes. The results of operations of SVOX have been included in our results of operations from the acquisition date. | |||||||||||||||||||||||||||||||||||
On June 15, 2011, we acquired all of the outstanding capital stock of Equitrac, a leading provider of print management solutions, to expand the offerings of our Imaging segment, for cash consideration of approximately $162.0 million. The acquisition is treated as a stock purchase for accounting purposes, and the goodwill resulting from this acquisition is not expected to be deductible for tax purposes. The results of operations of Equitrac have been included in our results of operations from the acquisition date. | |||||||||||||||||||||||||||||||||||
A summary of the final allocation of the purchase consideration for Equitrac and SVOX is as follows (dollars in thousands): | |||||||||||||||||||||||||||||||||||
Equitrac | SVOX | ||||||||||||||||||||||||||||||||||
Purchase consideration: | |||||||||||||||||||||||||||||||||||
Cash | $ | 161,950 | $ | 80,919 | |||||||||||||||||||||||||||||||
Deferred acquisition payment | — | 41,456 | |||||||||||||||||||||||||||||||||
Total purchase consideration | $ | 161,950 | $ | 122,375 | |||||||||||||||||||||||||||||||
Allocation of the purchase consideration: | |||||||||||||||||||||||||||||||||||
Cash | $ | 115 | $ | — | |||||||||||||||||||||||||||||||
Accounts receivable(a) | 9,931 | 3,663 | |||||||||||||||||||||||||||||||||
Inventory | 2,462 | — | |||||||||||||||||||||||||||||||||
Goodwill | 90,077 | 86,767 | |||||||||||||||||||||||||||||||||
Identifiable intangible assets(b) | 91,900 | 42,165 | |||||||||||||||||||||||||||||||||
Other assets | 12,144 | 2,728 | |||||||||||||||||||||||||||||||||
Total assets acquired | 206,629 | 135,323 | |||||||||||||||||||||||||||||||||
Current liabilities | (6,368 | ) | (9,663 | ) | |||||||||||||||||||||||||||||||
Deferred tax liability | (38,311 | ) | (3,285 | ) | |||||||||||||||||||||||||||||||
Total liabilities assumed | (44,679 | ) | (12,948 | ) | |||||||||||||||||||||||||||||||
Net assets acquired | $ | 161,950 | $ | 122,375 | |||||||||||||||||||||||||||||||
_______________________________________ | |||||||||||||||||||||||||||||||||||
(a) | Accounts receivable have been recorded at their estimated fair values, which consists of the gross accounts receivable assumed of $15.4 million, reduced by a fair value reserve of $1.8 million representing the portion of contractually owed accounts receivable which we do not expect to be collected. | ||||||||||||||||||||||||||||||||||
(b) | The following are the identifiable intangible assets acquired and their respective weighted average useful lives, as determined based on final valuations (dollars in thousands): | ||||||||||||||||||||||||||||||||||
Equitrac | SVOX | ||||||||||||||||||||||||||||||||||
Amount | Weighted | Amount | Weighted | ||||||||||||||||||||||||||||||||
Average | Average | ||||||||||||||||||||||||||||||||||
Life (Years) | Life (Years) | ||||||||||||||||||||||||||||||||||
Customer relationships | $ | 55,800 | 15 | $ | 35,612 | 13.4 | |||||||||||||||||||||||||||||
Core and completed technology | 22,000 | 7 | 6,268 | 5 | |||||||||||||||||||||||||||||||
Trade name | 14,100 | 10 | 285 | 3 | |||||||||||||||||||||||||||||||
Total | $ | 91,900 | $ | 42,165 | |||||||||||||||||||||||||||||||
Other Fiscal 2011 Acquisitions | |||||||||||||||||||||||||||||||||||
During fiscal 2011, we acquired three additional businesses, primarily to expand our product offerings and enhance our technology base. The results of operations of these acquisitions have been included in our consolidated results from their respective acquisition dates. The total consideration for these acquisitions was $157.1 million, paid in cash. In allocating the total purchase consideration for these acquisitions based on estimated fair values, we recorded $94.4 million of goodwill and $57.8 million of identifiable intangible assets. Intangible assets acquired included primarily customer relationships and core and completed technology with weighted average useful lives of 12.4 years. The goodwill resulting from these transactions is not expected to be deductible for tax purposes. |
Business_Acquisitions_Addition
Business Acquisitions - Additional Information (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 01, 2012 | Sep. 30, 2011 | |
In Thousands, unless otherwise specified | Other | Other | Other | Series of Individually Immaterial Business Acquisitions | ||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | ' | $124,230 | $208,102 | [1] | ' | $94,400 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-lived Intangibles | 109,175 | ' | ' | 144,900 | 57,800 | |
Total purchase consideration | $251,600 | $251,558 | $355,638 | ' | $157,100 | |
Weighted average useful life related to acquired assets | ' | ' | ' | ' | '12 years 4 months 26 days | |
[1] | At the time of the Vlingo acquisition, we ascribed significant value to future new customer relationships, future technologies that could be developed, as well as synergies and other benefits that do not meet the recognition criteria of acquired identifiable intangible assets. Accordingly, the value of these components is included within goodwill. |
Business_Acquisitions_Business2
Business Acquisitions Business Acquisition - Purchase Consideration for TGT, JA Thomas and other in FY13 (Details) (USD $) | Sep. 30, 2013 | 31-May-13 | Sep. 30, 2013 | Oct. 31, 2012 | Oct. 02, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | |
TGT [Member] | J.A. Thomas and Associates [Member] | J.A. Thomas and Associates [Member] | J.A. Thomas and Associates [Member] | Other | Other | Developed Technology Rights [Member] | Developed Technology Rights [Member] | Developed Technology Rights [Member] | Customer relationships | Customer relationships | Customer relationships | Customer relationships | Trade name | Trade name | Trade name | Noncompete Agreements [Member] | Noncompete Agreements [Member] | |||
TGT [Member] | J.A. Thomas and Associates [Member] | TGT [Member] | J.A. Thomas and Associates [Member] | J.A. Thomas and Associates [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Weighted average useful life related to acquired assets | ' | ' | ' | ' | ' | ' | ' | '6 years 7 months | '7 years | '5 years | '10 years 11 months | '11 years 6 months | '9 years | '11 years | '6 years 7 months | '8 years 2 months | '7 years | '2 years 9 months | '3 years | |
Payments to Acquire Businesses, Gross | ' | $83,330,000 | ' | ' | $244,777,000 | $251,108,000 | $339,194,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Fair value of contingent consideration | 450,000 | 0 | ' | ' | 0 | ' | 16,444,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Total purchase consideration | 251,600,000 | 83,330,000 | ' | ' | 244,777,000 | 251,558,000 | 355,638,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Contingent consideration payments | ' | ' | 25,000,000 | 25,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Cash | ' | 0 | ' | ' | 3,555,000 | 18,004,000 | 10,194,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Accounts Receivable | ' | 8,895,000 | ' | ' | 8,293,000 | 17,190,000 | 51,564,000 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | ' | 42,742,000 | ' | ' | 163,880,000 | 124,230,000 | 208,102,000 | [2] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Identifiable Intangible Assets Acquired | ' | 33,600,000 | ' | ' | 71,310,000 | 109,175,000 | 144,900,000 | [3] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other Assets | ' | 10,330,000 | ' | ' | 2,935,000 | 29,150,000 | 9,707,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Total Assets Acquired | ' | 95,567,000 | ' | ' | 249,973,000 | 297,749,000 | 424,467,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Current Liabilities | ' | -1,452,000 | ' | ' | -3,033,000 | -9,788,000 | -8,544,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | ' | 0 | ' | ' | -1,474,000 | -35,346,000 | -57,247,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | ' | -10,785,000 | ' | ' | -689,000 | -1,057,000 | -3,038,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Total Liabilities Assumed | ' | 12,237,000 | ' | ' | 5,196,000 | 46,191,000 | 68,829,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Net assets acquired | ' | $83,330,000 | ' | ' | $244,777,000 | $251,558,000 | $355,638,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
[1] | Accounts receivable have been recorded at their estimated fair values, which consists of the gross accounts receivable assumed of $88.0 million, reduced by a fair value reserve of $13.8 million representing the portion of contractually owed accounts receivable which we do not expect to be collected. | |||||||||||||||||||
[2] | At the time of the Vlingo acquisition, we ascribed significant value to future new customer relationships, future technologies that could be developed, as well as synergies and other benefits that do not meet the recognition criteria of acquired identifiable intangible assets. Accordingly, the value of these components is included within goodwill. | |||||||||||||||||||
[3] | The following are the identifiable intangible assets acquired and their respective weighted average useful lives, as determined based on final valuations (dollars in thousands):B VlingoB TranscendB Other Fiscal 2012 AcquisitionsB AmountB WeightedAverageLife (Years)B AmountB WeightedAverageLife (Years)B AmountB WeightedAverageLife (Years)Core and completed technology$5,362B 5.4B $5,410B 5.0B $45,300B 7.9Customer relationships23,200B 14.0B 130,260B 13.0B 90,400B 11.5Trade name30B 1.0B 4,480B 4.0B 9,000B 8.2Non-Compete agreements790B 3.0B 2,010B 3.0B 200B 3.0Total$29,382 $142,160 $144,900 |
Pro_Forma_Results_Unaudited_De
Pro Forma Results (Unaudited) (Details) (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Disclosure Pro Forma Results Of Operations [Abstract] | ' | ' |
Revenue | $1,862,132 | $1,737,501 |
Net income (loss) | ($131,630) | $193,742 |
Net income (loss) per share | ($0.42) | $0.60 |
Contingent_Acquisition_Payment1
Contingent Acquisition Payments (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2013 | Oct. 31, 2012 | Oct. 02, 2012 | Sep. 30, 2013 | Apr. 30, 2013 | Oct. 31, 2011 | Oct. 06, 2011 |
J.A. Thomas and Associates [Member] | J.A. Thomas and Associates [Member] | J.A. Thomas and Associates [Member] | Swype, Inc. | Swype, Inc. | Swype, Inc. | Swype, Inc. | ||
Executives | ||||||||
Business Acquisition, Contingent Consideration [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration payments | ' | $25,000,000 | $25,000,000 | ' | ' | ' | $25,000,000 | ' |
Number of executives to continue employment for contingent consideration | ' | ' | ' | ' | ' | ' | 3 | ' |
Business combination, contingent consideration, recognition period | ' | ' | ' | ' | ' | '18 months | ' | ' |
Fair value of contingent consideration | -450,000 | ' | ' | 0 | ' | ' | ' | -16,400,000 |
Payments to Acquire Businesses | ' | ' | ' | ' | $25,000,000 | ' | ' | ' |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Goodwill | ' | ' |
Beginning balance | $2,955,477 | $2,347,880 |
Goodwill acquired | 330,852 | 615,893 |
Goodwill, Written off Related to Sale of Business Unit | -1,443 | ' |
Goodwill, Purchase Accounting Adjustments | -4,152 | -669 |
Effect of foreign currency translation | 12,464 | -7,627 |
Ending balance | 3,293,198 | 2,955,477 |
Healthcare | ' | ' |
Goodwill | ' | ' |
Beginning balance | 1,024,668 | 672,649 |
Goodwill acquired | 232,545 | 354,795 |
Goodwill, Written off Related to Sale of Business Unit | -712 | ' |
Goodwill, Purchase Accounting Adjustments | -588 | 0 |
Effect of foreign currency translation | 1,314 | -2,776 |
Ending balance | 1,257,227 | 1,024,668 |
Mobile and Consumer | ' | ' |
Goodwill | ' | ' |
Beginning balance | 1,265,866 | 1,018,415 |
Goodwill acquired | 47,597 | 252,192 |
Goodwill, Written off Related to Sale of Business Unit | 0 | ' |
Goodwill, Purchase Accounting Adjustments | -3,829 | -2,265 |
Effect of foreign currency translation | 4,001 | -2,476 |
Ending balance | 1,313,635 | 1,265,866 |
Enterprise | ' | ' |
Goodwill | ' | ' |
Beginning balance | 496,833 | 500,240 |
Goodwill acquired | 17,372 | 0 |
Goodwill, Written off Related to Sale of Business Unit | -731 | ' |
Goodwill, Purchase Accounting Adjustments | 0 | -1,042 |
Effect of foreign currency translation | 6,495 | -2,365 |
Ending balance | 519,969 | 496,833 |
Imaging | ' | ' |
Goodwill | ' | ' |
Beginning balance | 168,110 | 156,576 |
Goodwill acquired | 33,338 | 8,906 |
Goodwill, Written off Related to Sale of Business Unit | 0 | ' |
Goodwill, Purchase Accounting Adjustments | 265 | 2,638 |
Effect of foreign currency translation | 654 | -10 |
Ending balance | $202,367 | $168,110 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets - Intangible Assets (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | $1,585,956 | $1,483,623 |
Accumulated Amortization | -632,678 | -577,085 |
Net Carrying Amount | 953,278 | 906,538 |
Weighted Average Remaining Life (Years) | '8 years 2 months | '8 years 6 months |
Net Carrying Amount (excluding goodwill) | 953,278 | 906,538 |
Customer relationships | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 1,072,993 | 957,043 |
Accumulated Amortization | -423,442 | -364,161 |
Net Carrying Amount | 649,551 | 592,882 |
Weighted Average Remaining Life (Years) | '9 years 5 months | '9 years 8 months 12 days |
Technology and patents | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 445,331 | 461,356 |
Accumulated Amortization | -188,585 | -198,689 |
Net Carrying Amount | 256,746 | 262,667 |
Weighted Average Remaining Life (Years) | '5 years 3 months | '5 years 9 months 18 days |
Trade names, trademarks and other | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 63,651 | 60,080 |
Accumulated Amortization | -18,661 | -12,239 |
Net Carrying Amount | 44,990 | 47,841 |
Weighted Average Remaining Life (Years) | '8 years 3 months | '9 years 1 month 6 days |
Non-competition agreements | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 3,981 | 5,144 |
Accumulated Amortization | -1,990 | -1,996 |
Net Carrying Amount | $1,991 | $3,148 |
Weighted Average Remaining Life (Years) | '1 year 6 months | '2 years 4 months 24 days |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets - Additional Information (Details) (USD $) | 12 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | |
Goodwill And Intangible Assets Disclosure [Line Items] | ' | ' | ' |
Intangible assets | $953,278,000 | $906,538,000 | ' |
Shares of common stock issued in connection with acquisitions, value | 22,462,000 | 25,368,000 | 34,091,000 |
Amortization expense for acquired technology and patents included in the cost of revenue | 63,600,000 | 60,000,000 | 55,100,000 |
Amortization expense for customer relationships; trade names, trademarks, and other; and non-competition agreements included in operating expenses | 105,258,000 | 95,416,000 | 88,219,000 |
Licensed Technology | ' | ' | ' |
Goodwill And Intangible Assets Disclosure [Line Items] | ' | ' | ' |
Intangible assets | 98,800,000 | 108,800,000 | ' |
Technology and patents | ' | ' | ' |
Goodwill And Intangible Assets Disclosure [Line Items] | ' | ' | ' |
Intangible assets | 256,746,000 | 262,667,000 | ' |
Trade names, trademarks and other | ' | ' | ' |
Goodwill And Intangible Assets Disclosure [Line Items] | ' | ' | ' |
Intangible assets | $44,990,000 | $47,841,000 | ' |
Goodwill_and_Intangible_Assets5
Goodwill and Intangible Assets Goodwill and Intangible Assets - Estimated Amortization Expense (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
2013 | $161,857 | ' |
2014 | 150,955 | ' |
2015 | 134,692 | ' |
2016 | 112,978 | ' |
2017 | 83,635 | ' |
Thereafter | 309,161 | ' |
Total | 953,278 | 906,538 |
Cost of Revenue | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
2013 | 57,714 | ' |
2014 | 53,927 | ' |
2015 | 47,644 | ' |
2016 | 38,610 | ' |
2017 | 27,899 | ' |
Thereafter | 30,952 | ' |
Total | 256,746 | ' |
Operating Expense [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
2013 | 104,143 | ' |
2014 | 97,028 | ' |
2015 | 87,048 | ' |
2016 | 74,368 | ' |
2017 | 55,736 | ' |
Thereafter | 278,209 | ' |
Total | $696,532 | ' |
Accounts_Receivable_Details
Accounts Receivable (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
In Thousands, unless otherwise specified | ||
Receivables [Abstract] | ' | ' |
Trade accounts receivable | $375,044 | $369,585 |
Unbilled accounts receivable | 21,886 | 28,633 |
Gross accounts receivable | 396,930 | 398,218 |
Less - allowance for doubtful accounts | -8,529 | -6,933 |
Less - allowance for sales returns | -5,660 | -9,868 |
Accounts receivable, net | $382,741 | $381,417 |
Land_Building_and_Equipment_Ne2
Land, Building and Equipment, Net (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Property, Plant and Equipment [Line Items] | ' | ' |
Land, building and equipment, gross | $321,608 | $255,191 |
Less: accumulated depreciation | -178,143 | -139,057 |
Land, building and equipment, net | 143,465 | 116,134 |
Land [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Land, building and equipment, gross | 2,400 | 2,400 |
Building | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Building and equipment useful life (in years) | '30 years | ' |
Land, building and equipment, gross | 5,456 | 5,456 |
Machinery and Equipment | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Land, building and equipment, gross | 59,941 | 37,706 |
Machinery and Equipment | Minimum | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Building and equipment useful life (in years) | '3 years | ' |
Machinery and Equipment | Maximum | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Building and equipment useful life (in years) | '5 years | ' |
Computers, Software and Equipment | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Land, building and equipment, gross | 210,647 | 173,022 |
Computers, Software and Equipment | Minimum | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Building and equipment useful life (in years) | '3 years | ' |
Computers, Software and Equipment | Maximum | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Building and equipment useful life (in years) | '5 years | ' |
Leasehold Improvements | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Land, building and equipment, gross | 26,357 | 21,963 |
Leasehold Improvements | Minimum | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Building and equipment useful life (in years) | '2 years | ' |
Leasehold Improvements | Maximum | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Building and equipment useful life (in years) | '7 years | ' |
Furniture and Fixtures | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Building and equipment useful life (in years) | '5 years | ' |
Land, building and equipment, gross | 14,862 | 12,995 |
Construction in Progress [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Land, building and equipment, gross | $1,945 | $1,649 |
Land_Building_and_Equipment_Ne3
Land, Building and Equipment, Net - Additional Information (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 |
Property, Plant and Equipment [Abstract] | ' | ' | ' |
Depreciation of property and equipment | $39.80 | $31.70 | $27.60 |
Accrued_Expenses_and_Other_Cur2
Accrued Expenses and Other Current Liabilities (Detail) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
In Thousands, unless otherwise specified | ||
Accrued Liabilities, Current [Abstract] | ' | ' |
Compensation | $112,756 | $125,180 |
Acquisition-related costs and liabilities | 15,722 | 17,258 |
Accrued interest payable | 15,879 | 13,859 |
Professional fees | 17,682 | 12,799 |
Cost of revenue related liabilities | 17,992 | 12,050 |
Sales and marketing incentives | 11,681 | 10,795 |
Sales and other taxes payable | 10,625 | 8,364 |
Other | 12,088 | 14,873 |
Total | $214,425 | $215,178 |
Credit_Facilities_and_Debt_Bor
Credit Facilities and Debt - Borrowing Obligations (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Aug. 07, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Oct. 22, 2012 | Sep. 30, 2012 | Aug. 14, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Oct. 24, 2011 | Sep. 30, 2013 | Sep. 30, 2012 |
Term Loan Facility | Term Loan Facility | Term Loan Facility | 5.375% Senior Notes due August 15, 2020 | 5.375% Senior Notes due August 15, 2020 | 5.375% Senior Notes due August 15, 2020 | 5.375% Senior Notes due August 15, 2020 | 2.75% Convertible Debentures due November 1, 2031 | 2.75% Convertible Debentures due November 1, 2031 | 2.75% Convertible Debentures due November 1, 2031 | 2.75% Convertible Debentures due August 15, 2027 | 2.75% Convertible Debentures due August 15, 2027 | |||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
5.375% Senior Notes due 2020 | ' | ' | ' | ' | ' | $1,055,385,000 | $350,000,000 | $700,000,000 | $700,000,000 | ' | ' | ' | ' | ' |
2.75% Convertible Debentures, net of unamortized discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | 576,524,000 | 553,587,000 | ' | 241,206,000 | 231,552,000 |
Credit Facility | 482,210,000 | 630,596,000 | 481,016,000 | 333,200,000 | 483,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other | 0 | 170,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Debt | 2,354,131,000 | 2,115,905,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Less: current portion | 246,040,000 | 380,094,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-current portion of long-term debt | 2,108,091,000 | 1,735,811,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated fair value of long-term debt | 2,458,200,000 | 2,522,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt, face value | $2,472,200,000 | $2,270,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $690,000,000 | ' | ' |
Credit_Facilities_and_Debt_Bor1
Credit Facilities and Debt - Borrowing Obligations (Parenthetical) (Details) (USD $) | Sep. 30, 2013 | Oct. 22, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Oct. 24, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 |
In Millions, unless otherwise specified | 5.375% Senior Notes due August 15, 2020 | 5.375% Senior Notes due August 15, 2020 | 2.75% Convertible Debentures due November 1, 2031 | 2.75% Convertible Debentures due November 1, 2031 | 2.75% Convertible Debentures due November 1, 2031 | 2.75% Convertible Debentures due August 15, 2027 | 2.75% Convertible Debentures due August 15, 2027 | Revolving Credit Facility [Member] |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible senior debentures, interest rate | 5.38% | 5.38% | 2.75% | ' | 2.75% | 2.75% | ' | ' |
Convertible senior debentures, maturity year | '2020 | ' | '2031 | ' | ' | '2027 | ' | ' |
Debt Instrument, Unamortized Premium | $5.40 | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Unamortized Discount | ' | ' | $113.50 | $136.40 | ' | $8.80 | $18.40 | ($1.20) |
Credit_Facilities_and_Debt_537
Credit Facilities and Debt - 5.375% Senior Notes (Details) (USD $) | 2 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2012 | Sep. 30, 2013 | Oct. 22, 2012 | Aug. 14, 2012 | Oct. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
5.375% Senior Notes due August 15, 2020 | 5.375% Senior Notes due August 15, 2020 | 5.375% Senior Notes due August 15, 2020 | 5.375% Senior Notes due August 15, 2020 | Term Loan Facility Due March Twenty Thirteen [Member] | Prior to August 15, 2016 [Member] | Prior to August 15, 2015 [Member] | Asset Sale [Member] | Change of Control [Member] | Maximum | Minimum | |
5.375% Senior Notes due August 15, 2020 | 5.375% Senior Notes due August 15, 2020 | 5.375% Senior Notes due August 15, 2020 | 5.375% Senior Notes due August 15, 2020 | Prior to August 15, 2015 [Member] | Prior to August 15, 2015 [Member] | ||||||
5.375% Senior Notes due August 15, 2020 | 5.375% Senior Notes due August 15, 2020 | ||||||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
5.375% Senior Notes due 2020 | $700,000,000 | $1,055,385,000 | $350,000,000 | $700,000,000 | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of senior notes | 689,100,000 | 351,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments of Long-term Debt | ' | ' | ' | ' | 143,500,000 | ' | ' | ' | ' | ' | ' |
Senior notes, stated interest rate | ' | 5.38% | 5.38% | ' | ' | ' | ' | ' | ' | ' | ' |
Unamortized deferred debt issuance costs | $12,100,000 | $13,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate Principal Amount of Senior Notes, Redemption Price, Percentage | ' | ' | ' | ' | ' | 100.00% | 105.38% | 100.00% | 101.00% | ' | ' |
Aggregate Principal Amount of Senior Notes, Redemption, Period Following Closing of Equity Offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | '120 days | ' |
Aggregate Principal Amount Of Senior Notes, Redemption Of Principal Amount, Percentage | ' | ' | ' | ' | ' | ' | 35.00% | ' | ' | ' | 50.00% |
Credit_Facilities_and_Debt_275
Credit Facilities and Debt - 2.75% Convertible Notes due 2031 (Details) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Oct. 24, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
2.75% Convertible Debentures due November 1, 2031 | 2.75% Convertible Debentures due November 1, 2031 | 2.75% Convertible Debentures due November 1, 2031 | Minimum | Maximum | Ending on Last Trading Day of Previous Fiscal Quarter [Member] | Trading Price Less Than 98% of Closing Stock Price [Member] | |||
2.75% Convertible Debentures due November 1, 2031 | 2.75% Convertible Debentures due November 1, 2031 | 2.75% Convertible Debentures due November 1, 2031 | 2.75% Convertible Debentures due November 1, 2031 | ||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt, face value | $2,472,200,000 | $2,270,700,000 | ' | ' | $690,000,000 | ' | ' | ' | ' |
Aggregate Principal Amount of Senior Notes, Redemption Price, Percentage | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price | ' | ' | ' | ' | $32.30 | ' | ' | ' | ' |
Ratio of Common Stock Closing Price to Debt Conversion Price, Percentage | ' | ' | ' | ' | ' | 130.00% | 98.00% | ' | ' |
Debt Instrument Conversion Circumstance Number Of Trading Days | ' | ' | ' | ' | ' | '20 days | ' | ' | ' |
Debt Instrument Conversion Circumstance Number Of Consecutive Trading Days | ' | ' | ' | ' | ' | ' | ' | '30 days | '5 days |
Principal Amount Per Note Used In Conversion Rate | ' | ' | 1,000 | ' | ' | ' | ' | ' | ' |
Debt Instrument Conversion Circumstance Number Of Consecutive Business Days | ' | ' | '5 days | ' | ' | ' | ' | ' | ' |
Convertible debentures, interest rate | ' | ' | 2.75% | ' | 2.75% | ' | ' | ' | ' |
Convertible Debt, Noncurrent | ' | ' | ' | ' | 533,600,000 | ' | ' | ' | ' |
Debt Instrument, Convertible, Carrying Amount of Equity Component | 0 | 18,430,000 | ' | ' | 156,400,000 | ' | ' | ' | ' |
Proceeds from Convertible Debt | ' | ' | 676,100,000 | ' | ' | ' | ' | ' | ' |
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | 18,430,000 | 96,934,000 | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Unamortized Discount | ' | ' | 113,500,000 | 136,400,000 | ' | ' | ' | ' | ' |
Deferred Finance Costs, Noncurrent, Net | ' | ' | $7,300,000 | $9,100,000 | ' | ' | ' | ' | ' |
Credit_Facilities_and_Debt_Cre
Credit Facilities and Debt Credit Facilities and Debt - 2.75% Convertible Debentures due 2027 (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Aug. 13, 2007 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
2.75% Convertible Debentures due August 15, 2027 | 2.75% Convertible Debentures due August 15, 2027 | 2.75% Convertible Debentures due August 15, 2027 | 2.75% Convertible Debentures due August 15, 2027 | Minimum | Maximum | Ending on Last Trading Day of Previous Fiscal Quarter [Member] | Trading Price Less Than 98% of Closing Stock Price [Member] | |||
2.75% Convertible Debentures due August 15, 2027 | 2.75% Convertible Debentures due August 15, 2027 | 2.75% Convertible Debentures due August 15, 2027 | 2.75% Convertible Debentures due August 15, 2027 | |||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt, face value | $2,472,200,000 | $2,270,700,000 | ' | $250,000,000 | ' | ' | ' | ' | ' | ' |
Aggregate Principal Amount of Senior Notes, Redemption Price, Percentage | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible Right Trigger Price | ' | ' | $23.36 | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price | ' | ' | ' | $19.47 | ' | ' | ' | ' | ' | ' |
Ratio of Common Stock Closing Price to Debt Conversion Price, Percentage | ' | ' | ' | ' | ' | ' | 120.00% | 98.00% | ' | ' |
Debt Instrument Conversion Circumstance Number Of Trading Days | ' | ' | ' | ' | ' | ' | '20 days | ' | ' | ' |
Convertible debentures, interest rate | ' | ' | 2.75% | 2.75% | 2.75% | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Carrying Amount of Equity Component | 0 | 18,430,000 | ' | 54,700,000 | ' | ' | ' | ' | ' | ' |
Proceeds from Convertible Debt | ' | ' | 241,400,000 | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Unamortized Discount | ' | ' | ' | ' | -8,800,000 | -18,400,000 | ' | ' | ' | ' |
Deferred Finance Costs, Noncurrent, Net | ' | ' | ' | ' | 800,000 | 1,700,000 | ' | ' | ' | ' |
Debt Instrument Conversion Circumstance Number Of Consecutive Trading Days | ' | ' | ' | ' | ' | ' | ' | ' | '30 days | '5 days |
Principal Amount Per Note Used In Conversion Rate | ' | ' | $1,000 | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument Conversion Circumstance Number Of Consecutive Business Days | ' | ' | '5 days | ' | ' | ' | ' | ' | ' | ' |
Credit_Facilities_and_Debt_Cre1
Credit Facilities and Debt Credit Facilities and Debt - Credit Facilities Narrative (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Aug. 07, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Aug. 07, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Amended Credit Agreement [Member] | Term Loan Facility | Term Loan Facility | Term Loan Facility | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Minimum | Maximum | Term Loan Facility Due March Twenty Thirteen [Member] | Term Loan Facility Due March 2016 [Member] | Extended Maturity Date [Member] | Voting Equity Interests [Member] | Non-voting Equity Interests [Member] | ||||
Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate [Member] | Debt Instrument Amended And Restated [Member] | Term Loan Facility | Amended Credit Agreement [Member] | Amended Credit Agreement [Member] | ||||||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Percentage of Capital Stock of Domestic Subsidiaries Pledged as Collateral | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | ' | ' | ' | ' | $75,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Long-term debt, face value | 2,472,200,000 | 2,270,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Credit Facility | 482,210,000 | 630,596,000 | ' | 481,016,000 | 333,200,000 | 483,400,000 | ' | ' | ' | ' | ' | 482,200,000 | 482,200,000 | ' | ' | |
Extinguishment of Debt, Amount | ' | ' | ' | 277,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | ' | ' | ' | ' | ' | ' | 0.38% | ' | 0.38% | 0.50% | ' | ' | ' | ' | ' | |
Debt Instrument, Interest Rate, Effective Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.94% | [1] | ' | ' | ' | ' |
Deferred Finance Costs, Net | ' | ' | ' | ' | ' | ' | 2,900,000 | 4,100,000 | ' | ' | ' | ' | ' | ' | ' | |
Letters of Credit Outstanding, Amount | ' | ' | ' | ' | ' | ' | $6,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Percentage of Capital Stock of Foreign Subsidiaries Pledged as Collateral | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 65.00% | 100.00% | |
Debt Covenants, Percentage of Net Cash Proceeds from Asset Sales | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Debt Covenants, Percentage of Net Cash Proceeds from Issuance or Incurrence of Debt | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Debt Covenants, Percentage of Extraordinary Receipts | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
[1] |
Credit_Facilities_and_Debt_Cre2
Credit Facilities and Debt Credit Facilities and Debt - Credit Facilities Margin for Borrowings Table (Details) | 12 Months Ended | |
Sep. 30, 2013 | ||
Term Loan Facility Due August Seventh Twenty Ninteen [Member] | ' | |
Line of Credit Facility [Line Items] | ' | |
Debt Instrument, Basis Spread on Variable Rate | 1.75% | [1] |
Base Rate [Member] | Term Loan Facility Due August Seventh Twenty Ninteen [Member] | ' | |
Line of Credit Facility [Line Items] | ' | |
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |
London Interbank Offered Rate [Member] | Term Loan Facility Due August Seventh Twenty Ninteen [Member] | ' | |
Line of Credit Facility [Line Items] | ' | |
Debt Instrument, Basis Spread on Variable Rate | 2.75% | |
Maximum | Base Rate [Member] | Revolving Credit Facility Due March Thirty One Twenty Fifteen [Member] | ' | |
Line of Credit Facility [Line Items] | ' | |
Debt Instrument, Basis Spread on Variable Rate | 0.75% | [2] |
Maximum | London Interbank Offered Rate [Member] | Revolving Credit Facility Due March Thirty One Twenty Fifteen [Member] | ' | |
Line of Credit Facility [Line Items] | ' | |
Debt Instrument, Basis Spread on Variable Rate | 1.75% | [2] |
Minimum | Base Rate [Member] | Revolving Credit Facility Due March Thirty One Twenty Fifteen [Member] | ' | |
Line of Credit Facility [Line Items] | ' | |
Debt Instrument, Basis Spread on Variable Rate | 0.50% | [2] |
Minimum | London Interbank Offered Rate [Member] | Revolving Credit Facility Due March Thirty One Twenty Fifteen [Member] | ' | |
Line of Credit Facility [Line Items] | ' | |
Debt Instrument, Basis Spread on Variable Rate | 1.50% | [2] |
[1] | ||
[2] | he margin is determined based on our net leverage ratio at the date the interest rates are reset on the revolving credit line. |
Credit_Facilities_and_Debt_Cre3
Credit Facilities and Debt Credit Facilities and Debt - Credit Facilities Annual Aggregate Principal Table (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Aug. 07, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Aug. 07, 2013 |
Term Loan Facility | Term Loan Facility | Term Loan Facility | Extended Maturity Date [Member] | Extended Maturity Date [Member] | |||
Term Loan Facility | Term Loan Facility | ||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Periodic Payment, Principal | ' | ' | ' | ' | ' | $1,200,000 | ' |
2013 | 4,834,000 | ' | ' | ' | ' | ' | ' |
2014 | 4,834,000 | ' | ' | ' | ' | ' | ' |
2015 | 4,834,000 | ' | ' | ' | ' | ' | ' |
2016 | 4,834,000 | ' | ' | ' | ' | ' | ' |
Long-term Debt, Maturities, Repayments of Principal in Year Five | 4,834,000 | ' | ' | ' | ' | ' | ' |
Long-term Debt, Maturities, Repayments of Principal after Year Five | 458,040,000 | ' | ' | ' | ' | ' | ' |
Credit Facility | $482,210,000 | $630,596,000 | $481,016,000 | $333,200,000 | $483,400,000 | ' | $482,200,000 |
Credit_Facilities_and_Debt_Cre4
Credit Facilities and Debt Credit Facilities and Debt - 5.375% Senior Notes due 2020 (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
In Thousands, unless otherwise specified | Term Loan Facility Due August Seventh Twenty Ninteen [Member] | |||
Debt Instrument [Line Items] | ' | ' | ' | |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | 1.75% | [1] |
Credit Facility | $482,210 | $630,596 | ' | |
[1] |
Financial_Instruments_and_Hedg2
Financial Instruments and Hedging Activities - Additional Information (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 |
Derivative Instruments and Hedging Activities Disclosure [Line Items] | ' | ' | ' |
Gain (loss) on foreign currency forward contracts | ($2.20) | $2.30 | $2.30 |
Foreign currency exchange gain | -0.5 | 0.6 | -1.1 |
Security price guarantees | ' | ' | ' |
Derivative Instruments and Hedging Activities Disclosure [Line Items] | ' | ' | ' |
Changes in the fair value of security price guarantees reported in other income (expense) | -6.6 | 8 | 13.2 |
Cash received to settle contracts | -3.8 | 9 | 9.4 |
Derivatives Not Designated as Hedges | ' | ' | ' |
Derivative Instruments and Hedging Activities Disclosure [Line Items] | ' | ' | ' |
Derivative, Notional Amount | $247.80 | $83.90 | ' |
Derivatives Not Designated as Hedges | Maximum | ' | ' | ' |
Derivative Instruments and Hedging Activities Disclosure [Line Items] | ' | ' | ' |
Maturity Period Of Foreign Currency Derivatives | '90 days | ' | ' |
Financial_Instruments_and_Hedg3
Financial Instruments and Hedging Activities - Security Price Guarantees (Details) (USD $) | 12 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | |
Security price guarantees | ' | ' | ' |
Derivative [Line Items] | ' | ' | ' |
Changes in the fair value of security price guarantees reported in other income (expense) | ($6,600,000) | $8,000,000 | $13,200,000 |
Cash received to settle contracts | -3,800,000 | 9,000,000 | 9,400,000 |
Security Price Guarantees Issued Date On June First Twenty Thirteen [Member] [Member] | ' | ' | ' |
Derivative [Line Items] | ' | ' | ' |
Issue Date | 1-Jun-13 | ' | ' |
Number of Shares Issued | 193,699 | ' | ' |
Settlement Date | 1-Dec-13 | ' | ' |
Total Value of Shares on Issue Date | 3,750,000 | ' | ' |
Security price guarantees issued date on August 14, 2012 | ' | ' | ' |
Derivative [Line Items] | ' | ' | ' |
Issue Date | 15-Aug-13 | ' | ' |
Number of Shares Issued | 934,960 | ' | ' |
Settlement Date | 15-Feb-14 | ' | ' |
Total Value of Shares on Issue Date | $18,400,000 | ' | ' |
Financial_Instruments_and_Hedg4
Financial Instruments and Hedging Activities - Fair Value of Derivative Instruments (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
In Thousands, unless otherwise specified | ||
Derivatives, Fair Value [Line Items] | ' | ' |
Net asset (liability) value of non-hedged derivative instruments | $1,157 | $2,805 |
Foreign currency contracts | Prepaid Expenses And Other Current Assets | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Asset value of non-hedge derivative instruments | 2,201 | 1,047 |
Security price guarantees | Prepaid Expenses And Other Current Assets | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Asset value of non-hedge derivative instruments | 0 | 1,758 |
Security price guarantees | Accrued Expenses And Other Current Liabilities | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Liability value of non-hedge derivative instruments | ($1,044) | $0 |
Financial_Instruments_and_Hedg5
Financial Instruments and Hedging Activities - Activity of Derivative Instruments (Details) (Derivatives Not Designated as Hedges, Other income, net, USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Foreign currency contracts | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' |
Amount of Gain (Loss) Recognized in Income | $2,182 | ($2,324) |
Security price guarantees | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' |
Amount of Gain (Loss) Recognized in Income | ($6,603) | $7,997 |
Fair_Value_Measures_Assets_and
Fair Value Measures - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) (Fair Value, Measurements, Recurring, USD $) | Sep. 30, 2013 | Sep. 30, 2012 | ||
In Thousands, unless otherwise specified | ||||
Assets: | ' | ' | ||
Money market funds | $684,697 | [1] | $971,091 | [1] |
Time deposits | ' | 39,344 | [2] | |
US government agency securities | 1,000 | [1] | 1,000 | [1] |
Marketable Securities, Current | 38,728 | ' | ||
Foreign currency exchange contracts | 2,201 | [2] | 1,047 | [2] |
Security price guarantees | -1,044 | [3] | -1,758 | [3] |
Total assets at fair value | 726,626 | 1,014,240 | ||
Liabilities: | ' | ' | ||
Contingent earn-out | -450 | -16,980 | ||
Total liabilities at fair value | -1,494 | -16,980 | ||
Fair Value, Inputs, Level 1 | ' | ' | ||
Assets: | ' | ' | ||
Money market funds | 684,697 | 971,091 | ||
Time deposits | ' | 0 | ||
US government agency securities | 1,000 | 1,000 | ||
Marketable Securities, Current | 0 | ' | ||
Foreign currency exchange contracts | 0 | 0 | ||
Security price guarantees | 0 | 0 | ||
Total assets at fair value | 685,697 | 972,091 | ||
Liabilities: | ' | ' | ||
Contingent earn-out | 0 | 0 | ||
Total liabilities at fair value | 0 | 0 | ||
Fair Value, Inputs, Level 2 | ' | ' | ||
Assets: | ' | ' | ||
Money market funds | 0 | 0 | ||
Time deposits | ' | 39,344 | ||
US government agency securities | 0 | 0 | ||
Marketable Securities, Current | 38,728 | ' | ||
Foreign currency exchange contracts | 2,201 | 1,047 | ||
Security price guarantees | -1,044 | -1,758 | ||
Total assets at fair value | 40,929 | 42,149 | ||
Liabilities: | ' | ' | ||
Contingent earn-out | 0 | 0 | ||
Total liabilities at fair value | -1,044 | 0 | ||
Fair Value, Inputs, Level 3 | ' | ' | ||
Assets: | ' | ' | ||
Money market funds | 0 | 0 | ||
Time deposits | ' | 0 | ||
US government agency securities | 0 | 0 | ||
Marketable Securities, Current | 0 | ' | ||
Foreign currency exchange contracts | 0 | 0 | ||
Security price guarantees | 0 | 0 | ||
Total assets at fair value | 0 | 0 | ||
Liabilities: | ' | ' | ||
Contingent earn-out | -450 | -16,980 | ||
Total liabilities at fair value | ($450) | ($16,980) | ||
[1] | Money market funds and US government agency securities, included in cash and cash equivalents in the accompanying balance sheet, are valued at quoted market prices in active markets. | |||
[2] | The fair value of our time deposits, marketable securities and foreign currency exchange contracts is based on the most recent observable inputs for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active or are directly or indirectly observable. | |||
[3] | The fair values of the security price guarantees are determined using a modified Black-Scholes model, derived from observable inputs such as US treasury interest rates, our common stock price, and the volatility of our common stock. The valuation model values both the put and call components of the guarantees simultaneously, with the net value of those components representing the fair value of each instrument. |
Fair_Value_Measures_Changes_in
Fair Value Measures - Changes in Fair Value of Contingent Earn-Out Liabilities (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Fair Value Disclosures [Abstract] | ' | ' |
Fair Value Measurement With Unobservable Inputs Reconciliation Recurring Basis Earn-out Liability | $450 | $16,444 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Settlements | -17,259 | -2,064 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' |
Beginning balance | 16,980 | 1,358 |
Charges (credits) to acquisition-related costs, net | 279 | 1,242 |
Ending balance | $450 | $16,980 |
Fair_Value_Measures_Fair_Value
Fair Value Measures Fair Value Measures - Additional Information (Details) (USD $) | 12 Months Ended | |
Sep. 30, 2011 | Sep. 30, 2013 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Marketable Securities | ' | $38,728,000 |
Impairment charge | 11,700,000 | ' |
Dictaphone [Member] | Fair Value, Measurements, Nonrecurring [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair value of Dictaphone trade name | 16,100,000 | ' |
Intangible asset useful life | '15 years | ' |
Impairment charge | 11,700,000 | ' |
Impairment charge, net of taxes | $1,200,000 | ' |
Restructuring_and_Other_Charge2
Restructuring and Other Charges, Net - Additional Information (Details) (USD $) | 12 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | |
Person | Person | Person | |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring and other charges, net | $17,207,000 | $7,466,000 | $22,950,000 |
Impairment charge | ' | ' | 11,700,000 |
Number of personnel eliminated | 300 | 160 | 200 |
Gain (Loss) on Disposition of Business | 800,000 | ' | ' |
Personnel | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring and other charges, net | 15,262,000 | 6,707,000 | 9,077,000 |
Facilities | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring and other charges, net | 1,641,000 | 359,000 | 1,890,000 |
Eliminatinon of Employees [Member] | Personnel | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring and other charges, net | $14,600,000 | ' | ' |
Restructuring_and_Other_Charge3
Restructuring and Other Charges, Net - Accrual Activity (Details) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | Sep. 30, 2009 |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' |
Beginning balance | $1,740 | $6,061 | ' | $2,121 |
Restructuring and other charges, net | 17,207 | 7,466 | 22,950 | ' |
Restructuring Reserve, Accrual Adjustment | -756 | ' | -11,682 | ' |
Cash payments | -12,770 | -11,787 | -7,328 | ' |
Ending balance | 5,421 | 1,740 | 6,061 | 2,121 |
Personnel | ' | ' | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' |
Beginning balance | 1,708 | 5,121 | ' | 1,838 |
Restructuring and other charges, net | 15,262 | 6,707 | 9,077 | ' |
Restructuring Reserve, Accrual Adjustment | -452 | ' | 208 | ' |
Cash payments | -12,288 | -10,120 | -6,002 | ' |
Ending balance | 4,230 | 1,708 | 5,121 | 1,838 |
Facilities | ' | ' | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' |
Beginning balance | 32 | 940 | ' | 283 |
Restructuring and other charges, net | 1,641 | 359 | 1,890 | ' |
Restructuring Reserve, Accrual Adjustment | 0 | ' | 0 | ' |
Cash payments | -482 | -1,267 | -1,233 | ' |
Ending balance | 1,191 | 32 | 940 | 283 |
Other | ' | ' | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' |
Beginning balance | 0 | 0 | ' | 0 |
Restructuring and other charges, net | 304 | 400 | 11,983 | ' |
Restructuring Reserve, Accrual Adjustment | -304 | ' | -11,890 | ' |
Cash payments | 0 | -400 | -93 | ' |
Ending balance | $0 | $0 | $0 | $0 |
Restructuring_and_Other_Charge4
Restructuring and Other Charges, Net - Segments (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring and other charges, net | $17,207 | $7,466 | $22,950 |
Healthcare | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring and other charges, net | 2,803 | 504 | 12,144 |
Mobile and Consumer | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring and other charges, net | 4,860 | 2,276 | 5,091 |
Enterprise | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring and other charges, net | 3,942 | 1,262 | 3,171 |
Imaging | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring and other charges, net | 1,425 | 184 | 839 |
Corporate | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring and other charges, net | 4,177 | 3,240 | 1,705 |
Personnel | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring and other charges, net | 15,262 | 6,707 | 9,077 |
Personnel | Healthcare | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring and other charges, net | 1,742 | 443 | 419 |
Personnel | Mobile and Consumer | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring and other charges, net | 4,124 | 1,679 | 5,091 |
Personnel | Enterprise | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring and other charges, net | 3,942 | 1,262 | 1,867 |
Personnel | Imaging | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring and other charges, net | 1,370 | 184 | 839 |
Personnel | Corporate | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring and other charges, net | 4,084 | 3,139 | 861 |
Facilities | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring and other charges, net | 1,641 | 359 | 1,890 |
Facilities | Healthcare | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring and other charges, net | 757 | 61 | 0 |
Facilities | Mobile and Consumer | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring and other charges, net | 736 | 597 | 0 |
Facilities | Enterprise | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring and other charges, net | 0 | 0 | 1,304 |
Facilities | Imaging | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring and other charges, net | 55 | 0 | 0 |
Facilities | Corporate | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring and other charges, net | 93 | -299 | 586 |
Other | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring and other charges, net | 304 | 400 | 11,983 |
Other | Healthcare | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring and other charges, net | 304 | 0 | 11,725 |
Other | Mobile and Consumer | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring and other charges, net | 0 | 0 | 0 |
Other | Enterprise | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring and other charges, net | 0 | 0 | 0 |
Other | Imaging | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring and other charges, net | 0 | 0 | 0 |
Other | Corporate | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring and other charges, net | $0 | $400 | $258 |
Restructuring_and_Other_Charge5
Restructuring and Other Charges, Net Restructuring and Other Charges, Net - Business Combination Costs (Details) (USD $) | 12 Months Ended | 26 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2005 |
Leases | |||
Restructuring and Related Activities [Abstract] | ' | ' | ' |
Number of Lease Obligations | ' | ' | 2 |
Accrued Business Combination Costs, Current and Noncurrent | $3.50 | ' | ' |
Accrued Business Combination Costs, Restructuring and Other Charges, Net | ($0.10) | $0.80 | ' |
Supplemental_Cash_Flow_Informa2
Supplemental Cash Flow Information (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 |
Supplemental Cash Flow Information [Abstract] | ' | ' | ' |
Interest paid | $95,727 | $36,907 | $23,034 |
Income taxes paid | $18,329 | $13,292 | $15,949 |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | |||||||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 | Apr. 29, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 |
Series A Preferred Stock [Member] | Series B preferred stock | Series B preferred stock | Rights [Member] | Rights [Member] | The Greater of two value - A [Member] | The Greater of Two Options - B [Member] | ||||
Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | |||||||||
Stockholders Equity Note [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Repurchase Program, Number of Shares Authorized, Value | ' | $500 | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | 40,000,000 | ' | 40,000,000 | 1,000,000 | 15,000,000 | 15,000,000 | ' | ' | ' | ' |
Preferred stock, par value | $0.00 | ' | $0.00 | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' |
Dividend Equivalents, per Share | ' | ' | ' | ' | ' | ' | ' | ' | $1 | $1,000 |
Preferred Stock, Number of Votes, Per Share | ' | ' | ' | $1,000 | ' | ' | ' | ' | ' | ' |
Preferred Shares Authorized, eliminated | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' |
Preferred stock, shares issued | ' | ' | ' | ' | ' | 3,562,238 | ' | ' | ' | ' |
Agreement to sell outstanding shares held by Xerox Corporation to Warburg Pincus | ' | ' | ' | ' | ' | 80 | ' | ' | ' | ' |
Preferred stock conversion basis for each common share | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' |
Preferred stock, liquidation preference | ' | ' | ' | ' | $1.30 | ' | ' | ' | ' | ' |
Preferred stock, non-cumulative dividends | ' | ' | ' | ' | $0.05 | ' | ' | ' | ' | ' |
Stock Repurchase Program, Remaining Value of Shares Authorized to be Repurchased | 315.6 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Repurchased and Retired During Period, Shares | 9,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Repurchased During Period, Value | $184.40 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholder's Rights Plan, Conversion Trigger | ' | ' | ' | ' | ' | ' | 20.00% | 20.00% | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | ' | ' | ' | ' | ' | 87 | ' | ' | ' |
Class of Warrant or right, redemption price by company | ' | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' |
Convertible Preferred Stock, Shares Issued upon Conversion | ' | ' | ' | ' | ' | 3,562,238 | ' | ' | ' | ' |
Stockholders_Equity_Summary_of
Stockholders' Equity - Summary of Warrants and Stock Activities (Details) (USD $) | 36 Months Ended | 12 Months Ended | ||||
Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | |
Warrants Exercised August 29, 2012 | Warrants Exercised February 15, 2012 | Nuance Foundation [Member] | Intellectual Property | Intellectual Property | Intellectual Property | |
Warburg Pincus | Warburg Pincus | |||||
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Other | ' | ' | 234,009 | ' | ' | ' |
Warrants Exercised, Date | 29-Aug-12 | 15-Feb-12 | ' | ' | ' | ' |
Warrants Exercised, Exercise Price per Share | $11.57 | $20 | ' | ' | ' | ' |
Warrants Exercised | 3,862,422 | 3,700,000 | ' | ' | ' | ' |
Warrants Exercised, Total Shares Issued | 1,998,547 | 1,077,744 | ' | ' | ' | ' |
Issuance of common stock in connection with business and asset acquisitions (in shares) | ' | ' | ' | 1,145,783 | 1,010,403 | 1,274,513 |
StockBased_Compensation_Includ
Stock-Based Compensation - Included in Consolidated Statements of Operations (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock based compensation | $159,325 | $174,581 | $147,296 |
Cost of product and licensing | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock based compensation | 769 | 137 | 36 |
Cost of Professional services and hosting | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock based compensation | 17,924 | 26,409 | 27,814 |
Cost of maintenance and support | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock based compensation | 3,537 | 956 | 2,186 |
Research and development | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock based compensation | 34,957 | 29,565 | 24,289 |
Selling and marketing | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock based compensation | 58,451 | 54,281 | 43,264 |
General and administrative | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock based compensation | $43,687 | $63,233 | $49,707 |
StockBased_Compensation_Summar
Stock-Based Compensation - Summary of Stock Options Activity (Details) (USD $) | 12 Months Ended | ||||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | Sep. 30, 2010 | Sep. 30, 2009 |
Number of Shares | ' | ' | ' | ' | ' |
Beginning Balance | 6,139,280 | ' | 7,681,719 | ' | 10,703,237 |
Granted | ' | 345,319 | 1,000,000 | ' | ' |
Exercised | -1,884,330 | -1,803,647 | -3,866,544 | ' | ' |
Forfeited | -57,290 | -79,781 | -90,813 | ' | ' |
Expired | -13,502 | -4,330 | -64,161 | ' | ' |
Ending Balance | 4,184,158 | 6,139,280 | ' | ' | 10,703,237 |
Exercisable | 4,158,145 | 5,994,586 | ' | 6,565,907 | ' |
Weighted Average Exercise Price | ' | ' | ' | ' | ' |
Beginning Balance | $11.24 | ' | $10.48 | ' | $8.44 |
Granted | ' | $7.57 | $16.44 | ' | ' |
Exercised | $7.23 | $7.40 | $6.23 | ' | ' |
Forfeited | $9.10 | $8.78 | $12.75 | ' | ' |
Expired | $12.58 | $8.72 | $15.03 | ' | ' |
Ending Balance | $13.08 | $11.24 | ' | ' | $8.44 |
Exercisable | $13.08 | ' | ' | ' | ' |
Weighted Average Remaining Contractual Term | ' | ' | ' | ' | ' |
Outstanding at June 30, 2012 | '2 years 11 months | ' | ' | ' | ' |
Exercisable | '2 years 11 months | ' | ' | ' | ' |
Aggregate Intrinsic Value | ' | ' | ' | ' | ' |
Outstanding at June 30, 2012 | $23.50 | ' | ' | ' | ' |
Exercisable | $23.40 | ' | ' | ' | ' |
StockBased_Compensation_Summar1
Stock-Based Compensation - Summary of Stock Options Activity (Parenthetical) (Details) (USD $) | Sep. 30, 2013 |
Share-based Compensation [Abstract] | ' |
Closing market value of common stock | $18.68 |
StockBased_Compensation_Summar2
Stock-Based Compensation - Summary of Weighted-Average Grant-Date Fair Value of Stock Options Granted and Intrinsic Value of Stock Options Exercised (Details) (USD $) | 12 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 |
Share-based Compensation [Abstract] | ' | ' | ' |
Weighted-average grant-date fair value per share | $0 | $14.38 | $6.13 |
Total intrinsic value of stock options exercised (in millions) | $24.90 | $30.90 | $53 |
StockBased_Compensation_StockB
Stock-Based Compensation Stock-Based Compensation - Weighted Average Assumptions Used to Calculate Fair Value of Stock Options Granted and Unvested Options Assumed from Acquisitions (Details) (Stock Options) | 12 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | |
Stock Options | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility | ' | 46.60% | 46.10% |
Average risk-free interest rate | ' | 1.50% | 1.20% |
Expected term (in years) | ' | '3 years 6 months | '4 years 1 month 13 days |
StockBased_Compensation_Summar3
Stock-Based Compensation - Summary of Activity Relating to Restricted Units (Detail) (USD $) | 12 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | Sep. 30, 2009 |
Number of Shares Underlying Restricted Units - Contingent Awards | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' | ' | ' | ' |
Beginning Balance | 4,670,280 | ' | 2,955,179 | 2,867,840 |
Granted | 3,046,493 | 3,092,062 | 1,779,905 | ' |
Earned/released | 1,682,164 | -1,057,207 | -1,312,136 | ' |
Forfeited | 447,428 | -319,754 | -380,430 | ' |
Ending Balance | 5,587,181 | 4,670,280 | ' | 2,867,840 |
Weighted average remaining contractual term of outstanding Restricted Units | '1 year 10 months | ' | ' | ' |
Unearned stock based compensation expense | $72 | ' | ' | ' |
Aggregate intrinsic value of outstanding Restricted Units | 104.4 | ' | ' | ' |
Number of Shares Underlying Restricted Units - Time-Based Awards | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' | ' | ' | ' |
Beginning Balance | 7,740,612 | ' | 7,286,118 | 7,795,114 |
Granted | 8,027,067 | 6,341,627 | 5,167,589 | ' |
Earned/released | -5,886,568 | -5,474,799 | -4,977,397 | ' |
Forfeited | -785,687 | -412,334 | -699,188 | ' |
Ending Balance | 9,095,424 | 7,740,612 | ' | 7,795,114 |
Weighted average remaining contractual term of outstanding Restricted Units | '1 year 11 months | ' | ' | ' |
Unearned stock based compensation expense | 132.6 | ' | ' | ' |
Aggregate intrinsic value of outstanding Restricted Units | $170 | ' | ' | ' |
StockBased_Compensation_Summar4
Stock-Based Compensation - Summary of Activity Relating to Restricted Units (Parenthetical) (Detail) (USD $) | Sep. 30, 2013 |
Share-based Compensation [Abstract] | ' |
Closing market value of common stock | $18.68 |
StockBased_Compensation_Summar5
Stock-Based Compensation - Summary of Weighted-Average Grant-Date Fair Value and Intrinsic Value of Restricted Units Vested (Detail) (Restricted Stock Units, USD $) | 12 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 |
Restricted Stock Units | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Weighted-average grant-date fair value per share | $21.51 | $25.11 | $18.74 |
Total intrinsic value of shares vested (in millions) | $158.60 | $156.70 | $116 |
StockBased_Compensation_StockB1
Stock-Based Compensation Stock-Based Compensation - Summary of Activity Relating to Restricted Stock (Details) (USD $) | 12 Months Ended | |
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Restricted Stock | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Weighted-average grant-date fair value per share | $22.32 | $25.80 |
Number of Shares Underlying Restricted Stock | ' | ' |
Beginning Balance | 0 | ' |
Vested | -750,000 | ' |
Ending Balance | 750,000 | 0 |
Weighted Average Grant Date Fair Value | ' | ' |
Begining Balance | $0 | ' |
Vested | $25.80 | ' |
Ending Balance | ' | $0 |
Total intrinsic value of shares vested | $10 | $0 |
Restricted Stock Awards | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Aggregate intrinsic value of outstanding Restricted Awards | '1 year 7 months | ' |
Unearned stock based compensation expense | 19.2 | ' |
Granted | 750,000 | ' |
Weighted-average grant-date fair value per share | $22.32 | ' |
Number of Shares Underlying Restricted Stock | ' | ' |
Vested | -500,000 | ' |
Weighted Average Grant Date Fair Value | ' | ' |
Begining Balance | $25.80 | ' |
Vested | $24.06 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 1,000,000 | ' |
Aggregate intrinsic value of outstanding Restricted Units | $18.70 | ' |
StockBased_Compensation_StockB2
Stock-Based Compensation Stock-Based Compensation - Summary of Weighted Average Grant-Date Fair Value, Shares Issued and Total Stock-Based Compensation Expense Recognized Related to the Plan (Details) (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Total stock-based compensation expense (in millions) | $159,325 | $174,581 | $147,296 |
1995 Employee Stock Purchase Plan | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Weighted-average grant-date fair value per share | $4.79 | $6.84 | $4.63 |
Total shares issued (in millions) | 1,000 | 800 | 900 |
Total stock-based compensation expense (in millions) | $5,100 | $4,600 | $3,700 |
StockBased_Compensation_StockB3
Stock-Based Compensation Stock-Based Compensation - Weighted Average Assumptions Used to Estimate Fair Value of Purchase Rights Ganted (Details) (1995 Employee Stock Purchase Plan) | 12 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | |
1995 Employee Stock Purchase Plan | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility | 36.90% | 42.80% | 35.70% |
Average risk-free interest rate | 0.10% | 0.20% | 0.10% |
Expected term (in years) | '6 months | '6 months | '6 months |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) (USD $) | 12 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | Jan. 29, 2010 |
Minimum | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Historical volatility term | '180 days | ' | ' | ' |
1995 Employee Stock Purchase Plan | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Dividend yield | 0.00% | 0.00% | 0.00% | ' |
Maximum number of shares authorized | ' | ' | ' | 10,000,000 |
Common stock price, percentage of the closing price on applicable offering commencement date | ' | ' | ' | 85.00% |
Common stock price, percentage of closing price on applicable offering termination date | ' | ' | ' | 85.00% |
Common stock reserved for issuance | 1,837,474 | ' | ' | ' |
Average risk-free interest rate | 0.10% | 0.20% | 0.10% | ' |
Expected term (in years) | '6 months | '6 months | '6 months | ' |
Weighted-average grant-date fair value per share | $4.79 | $6.84 | $4.63 | ' |
Stock Options | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Unearned stock based compensation expense | $0.30 | ' | ' | ' |
Weighted average remaining recognition period | '1 year 7 months | ' | ' | ' |
Dividend yield | 0.00% | 0.00% | 0.00% | ' |
Average risk-free interest rate | ' | 1.50% | 1.20% | ' |
Expected term (in years) | ' | '3 years 6 months | '4 years 1 month 13 days | ' |
Stock Options | Minimum | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Share-based compensation arrangement exercise periods | '2 years | ' | ' | ' |
Stock Options | Maximum | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Share-based compensation arrangement exercise periods | '4 years | ' | ' | ' |
Share-based compensation arrangement expiration term | '10 years | ' | ' | ' |
Restricted Stock Awards | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Unearned stock based compensation expense | 19.2 | ' | ' | ' |
Weighted average remaining recognition period | '1 year 7 months | ' | ' | ' |
Aggregate intrinsic value of outstanding Restricted Units | 18.7 | ' | ' | ' |
Purchase price for restricted units, vested | $0.00 | ' | ' | ' |
Number of restricted stock awards granted | 750,000 | ' | ' | ' |
Weighted-average grant-date fair value per share | $22.32 | ' | ' | ' |
Restricted Stock Awards | Minimum | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Share-based compensation arrangement exercise periods | '2 years | ' | ' | ' |
Restricted Stock Awards | Maximum | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Share-based compensation arrangement exercise periods | '4 years | ' | ' | ' |
Restricted Stock Units | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Total withholding payroll taxes | $59.70 | ' | ' | ' |
Repurchased or cancelled common stock, shares | 2,900,000 | ' | ' | ' |
Expected shares payment for tax withholding for share-based compensation in next fiscal year, shares | 1,800,000 | ' | ' | ' |
Weighted-average grant-date fair value per share | $21.51 | $25.11 | $18.74 | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies - Future Payments Under Operating Leases (Details) (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Operating Leased Assets [Line Items] | ' |
2013 | $43,854 |
2014 | 39,280 |
2015 | 33,134 |
2016 | 24,626 |
2017 | 16,919 |
Thereafter | 40,214 |
Total | 198,027 |
Operating Leases | ' |
Operating Leased Assets [Line Items] | ' |
2013 | 41,329 |
2014 | 36,751 |
2015 | 32,086 |
2016 | 24,626 |
2017 | 16,919 |
Thereafter | 40,214 |
Total | 191,925 |
Other Contractual Obligations Assumed | ' |
Operating Leased Assets [Line Items] | ' |
2013 | 2,525 |
2014 | 2,529 |
2015 | 1,048 |
2016 | 0 |
2017 | 0 |
Thereafter | 0 |
Total | $6,102 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Additional Information (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 |
Operating Leased Assets [Line Items] | ' | ' | ' |
Total sublease income | $4.60 | ' | ' |
Operating leases rent expense | 34.9 | 26.4 | 23.5 |
Indemnification term for former officers and directors | '6 years | ' | ' |
Minimum | ' | ' | ' |
Operating Leased Assets [Line Items] | ' | ' | ' |
Annual sublease income through February 2016 | 0.8 | ' | ' |
Maximum | ' | ' | ' |
Operating Leased Assets [Line Items] | ' | ' | ' |
Annual sublease income through February 2016 | $1.90 | ' | ' |
Pension_and_Other_PostRetireme1
Pension and Other Post-Retirement Benefits - Additional Information (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Defined Benefit Plan, Net Periodic Benefit Cost | $1.30 | $0.10 | $0.30 |
Defined Benefit Plan, Benefit Obligation | 28.1 | 34.2 | ' |
Defined Benefit Plan, Funded Status of Plan | 0.1 | -3.2 | ' |
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Settlements | 1.5 | ' | ' |
Defined Contribution Plan | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Employer contributions to 401(k) Plan, percentage of employee contributions | 50.00% | ' | ' |
Employer contributions to 401(k) Plan, percentage of eligible salary | 4.00% | ' | ' |
Total contributions to 401(k) Plan | $6.10 | $4.60 | $3.60 |
Employees Hired Prior to April 1, 2004 | Defined Contribution Plan | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
401(k) Plan vested percentage | 100.00% | ' | ' |
Employees Hired On or After April 1, 2004 | Defined Contribution Plan | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
401(k) Plan vesting period | 'P3Y | ' | ' |
Income_Taxes_Components_of_Inc
Income Taxes - Components of Income (Loss) Before Income Taxes (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Domestic | ($208,592) | ($85,897) | $10,197 |
Foreign | 111,912 | 151,199 | 19,820 |
Income (loss) before income taxes | ($96,680) | $65,302 | $30,017 |
Income_Taxes_Components_of_Inc1
Income Taxes - Components of Income Tax Provision (Benefit) (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 |
Current: | ' | ' | ' | ' |
Federal | ' | $0 | ($10,967) | $11,846 |
State | ' | 1,293 | 4,626 | 6,810 |
Foreign | ' | 19,737 | 16,055 | 17,013 |
Current tax provision (benefit) | ' | 21,030 | 9,714 | 35,669 |
Deferred: | ' | ' | ' | ' |
Federal | ' | 2,759 | -131,889 | -37,453 |
State | ' | 176 | -7,317 | -243 |
Foreign | ' | -5,407 | -12,341 | -6,194 |
Deferred tax (benefit) provision | ' | -2,472 | -151,547 | -43,890 |
(Benefit) provision for income taxes | $97,100 | $18,558 | ($141,833) | ($8,221) |
Effective tax rate | ' | -19.20% | -217.20% | -27.40% |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of Effective Tax Rate to Statutory Federal Rate (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' |
Federal tax provision (benefit) at statutory rate | ' | ($33,838) | $22,856 | $10,506 |
State tax, net of federal benefit | ' | -3,900 | -1,569 | 4,182 |
Foreign tax rate and other foreign related tax items | ' | 1,086 | -42,087 | 2,831 |
Stock-based compensation | ' | 8,816 | 11,870 | 6,459 |
Non-deductible expenditures | ' | 1,723 | 5,862 | 10,965 |
Change in U.S. and foreign valuation allowance | ' | 35,958 | -145,644 | -44,792 |
Executive compensation | ' | 3,517 | 4,585 | 3,946 |
Other | ' | 5,196 | 2,294 | -2,318 |
(Benefit) provision for income taxes | $97,100 | $18,558 | ($141,833) | ($8,221) |
Income_Taxes_Deferred_Tax_Asse
Income Taxes - Deferred Tax Assets (Liabilities) (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ' | ' |
Net operating loss carryforwards | $252,693 | $237,273 |
Federal and state credit carryforwards | 28,201 | 22,840 |
Capitalized research and development costs | 7,706 | 5,347 |
Accrued expenses and other reserves | 58,156 | 55,323 |
Deferred revenue | 0 | 13,888 |
Deferred compensation | 35,333 | 43,078 |
Other | 7,045 | 4,422 |
Total deferred tax assets | 389,134 | 382,171 |
Valuation allowance for deffered tax assets | -139,676 | -89,404 |
Net deferred tax assets | 249,458 | 292,767 |
Deferred Tax Liabilities, Tax Deferred Income | -10,133 | 0 |
Deferred tax liabilities: | ' | ' |
Depreciation | -27,359 | -26,802 |
Convertible debt | -45,607 | -62,012 |
Acquired intangibles | -238,172 | -256,939 |
Net deferred tax liabilities | -71,813 | -52,986 |
Reported as: | ' | ' |
Short-term deferred tax asset | 74,969 | 87,564 |
Long-term deferred tax assets | 15,992 | 20,064 |
Long-term deferred tax liability | -162,774 | -160,614 |
Net deferred tax liabilities | ($71,813) | ($52,986) |
Income_Taxes_Aggregate_Changes
Income Taxes - Aggregate Changes in Balance of Gross Unrecognized Tax Benefits (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Reconciliation of Unrecognized Tax Benefits [Roll Forward] | ' | ' |
Balance, beginning of year | $17,382 | $14,935 |
Increases for tax positions taken during the current period | 1,586 | 555 |
Increases for interest and penalty charges | 1,170 | 1,127 |
Increases for acquisitions | 0 | 1,925 |
Decreases for tax settlements and lapse in statutes | -521 | -1,160 |
Balance, end of year | $19,617 | $17,382 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | |
Income Tax Contingency [Line Items] | ' | ' | ' | ' |
Foreign tax rate and other foreign related tax items | ' | $1,086,000 | ($42,087,000) | $2,831,000 |
Change in deferred tax assets valuation allowance | -70,500,000 | ' | -145,600,000 | ' |
Income tax expense (benefit) | -97,100,000 | -18,558,000 | 141,833,000 | 8,221,000 |
Undistributed earnings of foreign subsidiaries | ' | 238,000,000 | ' | ' |
Deferred tax assets valuation allowance | 89,404,000 | 139,676,000 | 89,404,000 | ' |
Change in valuation allowance | -70,500,000 | -50,300,000 | ' | ' |
Unrecognized tax benefits potential to favorably impact effective tax rate | ' | 19,600,000 | ' | ' |
Significant change in unrecognized tax benefits is not expected, period | ' | '12 months | ' | ' |
Unrecognized tax benefits, interest and penalties accrued | ' | 4,600,000 | ' | ' |
Intangible assets, reclassed from indefinite-lived to finite-lived assets | ' | ' | ' | ' |
Income Tax Contingency [Line Items] | ' | ' | ' | ' |
Change in deferred tax assets valuation allowance | ' | ' | ' | -10,600,000 |
Transcend and Quantim | ' | ' | ' | ' |
Income Tax Contingency [Line Items] | ' | ' | ' | ' |
Change in deferred tax assets valuation allowance | ' | ' | -75,100,000 | ' |
Equitrac Corporation | ' | ' | ' | ' |
Income Tax Contingency [Line Items] | ' | ' | ' | ' |
Change in deferred tax assets valuation allowance | ' | ' | ' | -34,700,000 |
Net Deferred Tax Liability Established in Purchase Accounting [Member] | ' | ' | ' | ' |
Income Tax Contingency [Line Items] | ' | ' | ' | ' |
Change in deferred tax assets valuation allowance | ' | 10,400,000 | ' | ' |
Minimum | ' | ' | ' | ' |
Income Tax Contingency [Line Items] | ' | ' | ' | ' |
Tax Credit Carryforward, Expiration Date | ' | 1-Oct-14 | ' | ' |
Maximum | ' | ' | ' | ' |
Income Tax Contingency [Line Items] | ' | ' | ' | ' |
Tax Credit Carryforward, Expiration Date | ' | 30-Sep-31 | ' | ' |
United States | ' | ' | ' | ' |
Income Tax Contingency [Line Items] | ' | ' | ' | ' |
Deferred tax assets valuation allowance | 0 | 86,500,000 | 0 | ' |
Net operating loss carryforwards | 629,300,000 | 763,200,000 | 629,300,000 | ' |
United States | Stock-based Compensation | ' | ' | ' | ' |
Income Tax Contingency [Line Items] | ' | ' | ' | ' |
Net operating loss carryforwards | 181,100,000 | 186,400,000 | 181,100,000 | ' |
United States | Research and Development | ' | ' | ' | ' |
Income Tax Contingency [Line Items] | ' | ' | ' | ' |
Net operating loss carryforwards | 16,300,000 | 30,900,000 | 16,300,000 | ' |
State | ' | ' | ' | ' |
Income Tax Contingency [Line Items] | ' | ' | ' | ' |
Net operating loss carryforwards | 183,100,000 | 246,000,000 | 183,100,000 | ' |
State | Research and Development | ' | ' | ' | ' |
Income Tax Contingency [Line Items] | ' | ' | ' | ' |
Net operating loss carryforwards | 4,700,000 | 1,100,000 | 4,700,000 | ' |
Foreign Tax Authority [Member] | ' | ' | ' | ' |
Income Tax Contingency [Line Items] | ' | ' | ' | ' |
Deferred tax assets valuation allowance | 89,400,000 | 53,200,000 | 89,400,000 | ' |
Net operating loss carryforwards | 420,400,000 | 261,100,000 | 420,400,000 | ' |
Transfer of Intangible Property [Member] | ' | ' | ' | ' |
Income Tax Contingency [Line Items] | ' | ' | ' | ' |
Foreign tax rate and other foreign related tax items | ' | -26,000,000 | ' | ' |
Foreign Tax Authority [Member] | ' | ' | ' | ' |
Income Tax Contingency [Line Items] | ' | ' | ' | ' |
Foreign tax rate and other foreign related tax items | ' | $27,100,000 | ' | ' |
Segment_and_Geographic_Informa2
Segment and Geographic Information and Significant Customers - Additional Information (Detail) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2011 | Sep. 30, 2013 | |
Segment | Segment | |
Segment Reporting [Abstract] | ' | ' |
Number of reportable business segments | 4 | 4 |
Segment_and_Geographic_Informa3
Segment and Geographic Information and Significant Customers - Segment Profit to Income Before Income Taxes (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | |||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Segment Revenues | ' | ' | ' | ' | ' | ' | ' | ' | $1,957,630 | [1] | $1,738,065 | [1] | $1,393,938 | [1] |
Revenues | 472,243 | 469,769 | 450,999 | 462,268 | 468,781 | 431,744 | 390,341 | 360,643 | 1,855,279 | [1] | 1,651,509 | [1] | 1,318,741 | [1] |
Segment profit | ' | ' | ' | ' | ' | ' | ' | ' | 672,279 | 724,934 | 572,667 | |||
Corporate expenses and other, net | ' | ' | ' | ' | ' | ' | ' | ' | -135,300 | -102,847 | -100,288 | |||
Acquisition-related revenues and costs of revenue adjustment | ' | ' | ' | ' | ' | ' | ' | ' | -93,679 | -77,856 | -64,724 | |||
Non-cash stock based compensation | ' | ' | ' | ' | ' | ' | ' | ' | -159,325 | -174,581 | -147,296 | |||
Amortization of intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | -168,841 | -155,450 | -143,330 | |||
Acquisition-related costs, net | ' | ' | ' | ' | ' | ' | ' | ' | -29,685 | -58,746 | -21,866 | |||
Restructuring and other charges, net | ' | ' | ' | ' | ' | ' | ' | ' | -16,385 | -8,268 | -22,862 | |||
Costs associated with IP collaboration agreements | ' | ' | ' | ' | ' | ' | ' | ' | -20,582 | -21,000 | -19,750 | |||
Other income (expense), net | ' | ' | ' | ' | ' | ' | ' | ' | -145,162 | -60,884 | -22,534 | |||
Income (loss) before income taxes | ' | ' | ' | ' | ' | ' | ' | ' | -96,680 | 65,302 | 30,017 | |||
Healthcare | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Segment Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 911,611 | [1] | 669,354 | [1] | 526,804 | [1] |
Segment profit | ' | ' | ' | ' | ' | ' | ' | ' | 352,157 | 314,862 | 269,357 | |||
Mobile and Consumer | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Segment Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 479,195 | [1] | 508,256 | [1] | 393,343 | [1] |
Segment profit | ' | ' | ' | ' | ' | ' | ' | ' | 142,998 | 227,641 | 170,918 | |||
Enterprise | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Segment Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 323,452 | [1] | 332,034 | [1] | 296,373 | [1] |
Segment profit | ' | ' | ' | ' | ' | ' | ' | ' | 78,937 | 90,846 | 63,276 | |||
Imaging | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Segment Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 243,372 | [1] | 228,421 | [1] | 177,418 | [1] |
Segment profit | ' | ' | ' | ' | ' | ' | ' | ' | 98,187 | 91,585 | 69,116 | |||
Series of Individually Immaterial Business Acquisitions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Segment Revenues | ' | ' | ' | ' | ' | ' | ' | ' | ($102,351) | [1] | ($86,556) | [1] | ($75,197) | [1] |
[1] | Segment revenues differ from reported revenues due to certain revenue adjustments related to acquisitions that would otherwise have been recognized but for the purchase accounting treatment of the business combinations. Segment revenues also include revenue that the business would have otherwise recognized had we not acquired intellectual property and other assets from the same customer. These revenues are included to allow for more complete comparisons to the financial results of historical operations and in evaluating management performance. |
Segment_and_Geographic_Informa4
Segment and Geographic Information and Significant Customers - Classification of Revenue by Major Geographic Areas (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Segment Revenues | ' | ' | ' | ' | ' | ' | ' | ' | $1,957,630 | [1] | $1,738,065 | [1] | $1,393,938 | [1] |
Total revenues | 472,243 | 469,769 | 450,999 | 462,268 | 468,781 | 431,744 | 390,341 | 360,643 | 1,855,279 | [1] | 1,651,509 | [1] | 1,318,741 | [1] |
UNITED STATES | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Segment Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 1,339,733 | 1,175,158 | 963,688 | |||
International [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Segment Revenues | ' | ' | ' | ' | ' | ' | ' | ' | $515,546 | $476,351 | $355,053 | |||
[1] | Segment revenues differ from reported revenues due to certain revenue adjustments related to acquisitions that would otherwise have been recognized but for the purchase accounting treatment of the business combinations. Segment revenues also include revenue that the business would have otherwise recognized had we not acquired intellectual property and other assets from the same customer. These revenues are included to allow for more complete comparisons to the financial results of historical operations and in evaluating management performance. |
Segment_and_Geographic_Informa5
Segment and Geographic Information and Significant Customers - Location of Long Lived Assets Including Intangible Assets and Goodwill (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
In Thousands, unless otherwise specified | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Total long-lived assets | $4,675,068 | $4,097,734 |
UNITED STATES | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Long-Lived Assets | 3,718,009 | 3,161,995 |
International [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Long-Lived Assets | $957,059 | $935,739 |
Quarterly_Data_Derived_from_Un
Quarterly Data Derived from Unaudited Consolidated Financial Statements with All Recurring Adjustments (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||
Share data in Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | |||
Effect of Fourth Quarter Events [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Revenues | $472,243,000 | $469,769,000 | $450,999,000 | $462,268,000 | $468,781,000 | $431,744,000 | $390,341,000 | $360,643,000 | $1,855,279,000 | [1] | $1,651,509,000 | [1] | $1,318,741,000 | [1] |
Gross Profit | 273,508,000 | 275,711,000 | 259,814,000 | 279,696,000 | 297,296,000 | 273,844,000 | 249,669,000 | 225,771,000 | 1,088,729,000 | 1,046,580,000 | 818,917,000 | |||
Net income (loss) | -32,320,000 | -34,974,000 | -25,848,000 | -22,096,000 | 117,641,000 | 79,264,000 | 890,000 | 9,340,000 | -115,238,000 | 207,135,000 | 38,238,000 | |||
Net income (loss) per share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Basic (per share) | ($0.10) | ($0.11) | ($0.08) | ($0.07) | $0.38 | $0.26 | $0 | $0.03 | ($0.37) | $0.67 | $0.13 | |||
Diluted (per share) | ($0.10) | ($0.11) | ($0.08) | ($0.07) | $0.36 | $0.25 | $0 | $0.03 | ($0.37) | $0.65 | $0.12 | |||
Weighted Average Number of Shares Outstanding: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Basic (in shares) | 310,944 | 315,441 | 315,473 | 312,571 | 309,307 | 306,766 | 305,282 | 304,011 | 313,587 | 306,371 | 302,277 | |||
Diluted (in shares) | 310,944 | 315,441 | 315,473 | 312,571 | 322,424 | 320,559 | 322,642 | 320,536 | 313,587 | 320,822 | 315,960 | |||
Income tax benefit | ' | ' | ' | ' | -97,100,000 | ' | ' | ' | -18,558,000 | 141,833,000 | 8,221,000 | |||
Release of the valuation allowance on deferred tax assets | ' | ' | ' | ' | -70,500,000 | ' | ' | ' | ' | -145,600,000 | ' | |||
Valuation Allowance, Deferred Tax Asset, Change in Amount | ' | ' | ' | ' | 70,500,000 | ' | ' | ' | 50,300,000 | ' | ' | |||
Quantim | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Weighted Average Number of Shares Outstanding: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Valuation Allowance, Deferred Tax Asset, Change in Amount | ' | ' | ' | ' | $26,600,000 | ' | ' | ' | ' | ' | ' | |||
[1] | Segment revenues differ from reported revenues due to certain revenue adjustments related to acquisitions that would otherwise have been recognized but for the purchase accounting treatment of the business combinations. Segment revenues also include revenue that the business would have otherwise recognized had we not acquired intellectual property and other assets from the same customer. These revenues are included to allow for more complete comparisons to the financial results of historical operations and in evaluating management performance. |