Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 01, 2014 | |
Document Information [Line Items] | ' | ' |
Entity Registrant Name | 'CSG SYSTEMS INTERNATIONAL INC | ' |
Entity Central Index Key | '0001005757 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Jun-14 | ' |
Amendment Flag | 'false | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 34,686,310 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $86,122 | $82,686 |
Short-term investments | 103,461 | 128,151 |
Total cash, cash equivalents and short-term investments | 189,583 | 210,837 |
Trade accounts receivable: | ' | ' |
Billed, net of allowance of $2,798 and $2,359 | 191,615 | 178,511 |
Unbilled | 39,592 | 38,365 |
Deferred income taxes | 11,445 | 15,085 |
Income taxes receivable | 7,640 | 3,815 |
Other current assets | 35,105 | 28,762 |
Total current assets | 474,980 | 475,375 |
Non-current assets: | ' | ' |
Property and equipment, net of depreciation of $135,345 and $129,522 | 35,711 | 35,061 |
Software, net of amortization of $83,146 and $77,504 | 46,434 | 43,565 |
Goodwill | 236,788 | 233,599 |
Client contracts, net of amortization of $85,759 and $75,382 | 49,436 | 55,191 |
Deferred income taxes | 7,950 | 7,447 |
Income taxes receivable | 1,833 | 1,930 |
Other assets | 17,658 | 16,812 |
Total non-current assets | 395,810 | 393,605 |
Total assets | 870,790 | 868,980 |
Current liabilities: | ' | ' |
Current maturities of long-term debt | 18,750 | 15,000 |
Client deposits | 32,445 | 30,431 |
Trade accounts payable | 36,306 | 33,376 |
Accrued employee compensation | 42,974 | 58,434 |
Deferred revenue | 50,377 | 47,131 |
Income taxes payable | 2,273 | 2,814 |
Other current liabilities | 21,615 | 19,620 |
Total current liabilities | 204,740 | 206,806 |
Non-current liabilities: | ' | ' |
Long-term debt, net of unamortized original issue discount of $17,116 and $19,950 | 241,634 | 250,050 |
Deferred revenue | 7,363 | 9,221 |
Income taxes payable | 1,613 | 1,909 |
Deferred income taxes | 17,653 | 20,274 |
Other non-current liabilities | 14,957 | 14,616 |
Total non-current liabilities | 283,220 | 296,070 |
Total liabilities | 487,960 | 502,876 |
Stockholders' equity: | ' | ' |
Preferred stock, par value $.01 per share; 10,000 shares authorized; zero shares issued and outstanding | ' | ' |
Common stock, par value $.01 per share; 100,000 shares authorized; 34,092 and 33,745 shares outstanding | 661 | 658 |
Additional paid-in capital | 477,053 | 473,190 |
Treasury stock, at cost, 32,030 and 32,030 shares | -738,372 | -738,372 |
Accumulated other comprehensive income (loss): | ' | ' |
Unrealized gain on short-term investments, net of tax | 51 | 41 |
Unrecognized loss on change in fair value of interest rate swap contracts, net of tax | ' | -98 |
Cumulative foreign currency translation adjustments | 5,749 | 1,674 |
Accumulated earnings | 637,688 | 629,011 |
Total stockholders' equity | 382,830 | 366,104 |
Total liabilities and stockholders' equity | $870,790 | $868,980 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Per Share data, unless otherwise specified | ||
Trade accounts receivable-billed, allowance | $2,798 | $2,359 |
Property and equipment, accumulated depreciation | 135,345 | 129,522 |
Accumulated Amortization | 168,905 | 152,886 |
Long-term debt, unamortized original issue discount | 17,116 | 19,950 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 100,000 | 100,000 |
Common stock, shares outstanding | 34,092 | 33,745 |
Treasury stock, shares | 32,030 | 32,030 |
Software | ' | ' |
Accumulated Amortization | 83,146 | 77,504 |
Client contracts | ' | ' |
Accumulated Amortization | $85,759 | $75,382 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Revenues: | ' | ' | ' | ' |
Processing and related services | $136,357 | $131,184 | $278,715 | $265,818 |
Software and services | 25,618 | 31,391 | 50,474 | 56,755 |
Maintenance | 22,583 | 23,532 | 43,397 | 44,166 |
Total revenues | 184,558 | 186,107 | 372,586 | 366,739 |
Cost of revenues (exclusive of depreciation, shown separately below): | ' | ' | ' | ' |
Processing and related services | 67,364 | 62,964 | 135,791 | 124,541 |
Software and services | 17,871 | 22,506 | 43,191 | 43,945 |
Maintenance | 8,447 | 9,288 | 16,804 | 19,626 |
Total cost of revenues | 93,682 | 94,758 | 195,786 | 188,112 |
Other operating expenses: | ' | ' | ' | ' |
Research and development | 26,437 | 27,548 | 51,444 | 56,093 |
Selling, general and administrative | 39,140 | 37,388 | 74,439 | 72,185 |
Depreciation | 3,440 | 4,770 | 6,926 | 9,770 |
Restructuring charges | 39 | -38 | 1,257 | 863 |
Total operating expenses | 162,738 | 164,426 | 329,852 | 327,023 |
Operating income | 21,820 | 21,681 | 42,734 | 39,716 |
Other income (expense): | ' | ' | ' | ' |
Interest expense | -2,546 | -3,180 | -5,318 | -6,109 |
Amortization of original issue discount | -1,430 | -1,325 | -2,834 | -2,624 |
Interest and investment income, net | 225 | 188 | 438 | 343 |
Other, net | -328 | 1,498 | -277 | 1,080 |
Total other | -4,079 | -2,819 | -7,991 | -7,310 |
Income before income taxes | 17,741 | 18,862 | 34,743 | 32,406 |
Income tax provision | -8,338 | -6,790 | -15,649 | -5,436 |
Net income | $9,403 | $12,072 | $19,094 | $26,970 |
Weighted-average shares outstanding: | ' | ' | ' | ' |
Basic | 32,619 | 32,125 | 32,469 | 32,129 |
Diluted | 33,543 | 32,439 | 33,789 | 32,483 |
Earnings per common share: | ' | ' | ' | ' |
Basic | $0.29 | $0.38 | $0.59 | $0.84 |
Diluted | $0.28 | $0.37 | $0.57 | $0.83 |
Cash dividends declared per common share: | $0.16 | $0.15 | $0.31 | $0.15 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - UNAUDITED (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Net income | $9,403 | $12,072 | $19,094 | $26,970 |
Other comprehensive income, net of tax: | ' | ' | ' | ' |
Foreign currency translation adjustments | 3,171 | -901 | 4,075 | -9,689 |
Unrealized holding gains (losses) on short-term investments arising during period | -9 | -55 | 10 | -56 |
Defined benefit pension plan: | ' | ' | ' | ' |
Net loss arising from period (net of tax effect of $0, $0, $0, and $(119)) | ' | ' | ' | -183 |
Amortization of net actuarial loss included in net periodic pension cost (net of tax effect of $0, $0, $0, and $28) | ' | ' | ' | 43 |
Partial settlement of pension plan liability (net of tax effect of $0, $0, $0 and $336) | ' | ' | ' | 546 |
Net change in defined benefit pension plan | ' | ' | ' | 406 |
Cash flow hedges: | ' | ' | ' | ' |
Unrealized gains on change in fair value of interest rate swap contracts (net of tax effect of $0, $217, $110, and $350) | ' | 342 | 195 | 552 |
Reclassification adjustment for losses included in net income (net of tax effect of $0, $(113), $(55), and $(179)) | ' | -178 | -97 | -282 |
Net change in cash flow hedges | ' | 164 | 98 | 270 |
Other comprehensive income (loss), net of tax | 3,162 | -792 | 4,183 | -9,069 |
Total comprehensive income, net of tax | $12,565 | $11,280 | $23,277 | $17,901 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Mar. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Net loss arising from period related to defined benefit pension plan, tax | $0 | $0 | $0 | ($119) |
Amortization of prior service cost included in net periodic pension cost, tax | 0 | 0 | 0 | 28 |
Partial settlement of pension plan liability, tax | 0 | 0 | 0 | 336 |
Unrealized gains (losses) on change in fair value of interest rate swap contracts, tax | 0 | 217 | 110 | 350 |
Reclassification adjustment for (gains) losses included in net income, tax | $0 | ($113) | ($55) | ($179) |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net income | $19,094 | $26,970 |
Adjustments to reconcile net income to net cash provided by operating activities- | ' | ' |
Depreciation | 6,926 | 9,770 |
Amortization | 16,924 | 18,757 |
Amortization of original issue discount | 2,834 | 2,624 |
Loss on short-term investments and other | 735 | 998 |
Gain on disposition of business operations | -222 | ' |
Deferred income taxes | 766 | 6,533 |
Excess tax benefit of stock-based compensation awards | -1,984 | -542 |
Stock-based employee compensation | 7,714 | 7,518 |
Changes in operating assets and liabilities, net of acquired amounts: | ' | ' |
Trade accounts receivable, net | -13,457 | 10,382 |
Other current and non-current assets | -8,987 | -8,367 |
Income taxes payable/receivable | -2,512 | -4,178 |
Trade accounts payable and accrued liabilities | -12,353 | -16,763 |
Deferred revenue | 791 | 7,644 |
Net cash provided by operating activities | 16,269 | 61,346 |
Cash flows from investing activities: | ' | ' |
Purchases of property and equipment | -11,196 | -11,125 |
Purchases of short-term investments | -85,014 | -98,883 |
Proceeds from sale/maturity of short-term investments | 109,138 | 41,361 |
Acquisition of and investments in client contracts | -3,296 | -3,808 |
Proceeds from the disposition of business operations | 630 | ' |
Net cash provided by (used in) investing activities | 10,262 | -72,455 |
Cash flows from financing activities: | ' | ' |
Proceeds from issuance of common stock | 661 | 921 |
Payment of cash dividends | -10,322 | ' |
Repurchase of common stock | -6,584 | -14,883 |
Payments on acquired asset financing | -1,097 | -1,894 |
Payments on long-term debt | -7,500 | -7,500 |
Excess tax benefit of stock-based compensation awards | 1,984 | 542 |
Net cash used in financing activities | -22,858 | -22,814 |
Effect of exchange rate fluctuations on cash | -237 | -2,975 |
Net increase (decrease) in cash and cash equivalents | 3,436 | -36,898 |
Cash and cash equivalents, beginning of period | 82,686 | 133,747 |
Cash and cash equivalents, end of period | 86,122 | 96,849 |
Cash paid during the period for- | ' | ' |
Interest | 4,211 | 4,770 |
Income taxes | 17,075 | 2,306 |
Non-cash financing activity - | ' | ' |
Cash dividends payable | ' | $5,069 |
General
General | 6 Months Ended |
Jun. 30, 2014 | |
General | ' |
1. GENERAL | |
We have prepared the accompanying unaudited condensed consolidated financial statements as of June 30, 2014 and December 31, 2013, and for the second quarters and six months ended June 30, 2014 and 2013, in accordance with accounting principles generally accepted in the United States of America (“U.S.”) (“GAAP”) for interim financial information, and pursuant to the instructions to Form 10-Q and the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of our management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of our financial position and operating results have been included. The unaudited Condensed Consolidated Financial Statements (the “Financial Statements”) should be read in conjunction with the Consolidated Financial Statements and notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), contained in our Annual Report on Form 10-K for the year ended December 31, 2013 (our “2013 10-K”), filed with the SEC. The results of operations for the quarter and six months ended June 30, 2014 are not necessarily indicative of the expected results for the entire year ending December 31, 2014. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 6 Months Ended | ||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||||||||||||||||
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||||||||||||||
Use of Estimates in Preparation of Financial Statements. The preparation of the accompanying Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of our Financial Statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. | |||||||||||||||||||||||||
Reclassifications. Maintenance revenues, as well as the cost of maintenance revenues, previously included in software, maintenance and service revenues and software, maintenance and services costs of revenues, respectively, have been presented separately in our Condensed Consolidated Statements of Income (“Income Statements” or “Income Statement”) for the quarter and six months ended June 30, 2013. In addition, certain other 2013 amounts have been reclassified to conform to the 2014 presentation. | |||||||||||||||||||||||||
Cash and Cash Equivalents. We consider all highly liquid investments with original maturities of three months or less at the date of the purchase to be cash equivalents. As of June 30, 2014 and December 31, 2013, our cash equivalents consist primarily of institutional money market funds, commercial paper, and time deposits held at major banks. | |||||||||||||||||||||||||
As of June 30, 2014 and December 31, 2013, we had $4.9 million and $4.5 million, respectively, of restricted cash that serves to collateralize outstanding letters of credit. This restricted cash is included in cash and cash equivalents in our Condensed Consolidated Balance Sheets (“Balance Sheets” or “Balance Sheet”). | |||||||||||||||||||||||||
Short-term Investments and Other Financial Instruments. Our financial instruments as of June 30, 2014 and December 31, 2013 include cash and cash equivalents, short-term investments, accounts receivable, accounts payable, an interest rate swap contract, and debt. Because of their short maturities, the carrying amounts of cash equivalents, accounts receivable, and accounts payable approximate their fair value. | |||||||||||||||||||||||||
Our short-term investments and certain of our cash equivalents are considered “available-for-sale” and are reported at fair value in our Balance Sheets, with unrealized gains and losses, net of the related income tax effect, excluded from earnings and reported in a separate component of stockholders’ equity. Realized and unrealized gains and losses were not material in any period presented. | |||||||||||||||||||||||||
Primarily all short-term investments held by us as of June 30, 2014 and December 31, 2013 have contractual maturities of less than two years from the time of acquisition. Our short-term investments as of June 30, 2014 and December 31, 2013 consisted almost entirely of fixed income securities. Proceeds from the sale/maturity of short-term investments for the six months ended June 30, 2014 and 2013 were $109.1 million and $41.4 million, respectively. | |||||||||||||||||||||||||
The following table represents the fair value hierarchy based upon three levels of inputs, of which Levels 1 and 2 are considered observable and Level 3 is unobservable, for our financial assets and liabilities measured at fair value (in thousands): | |||||||||||||||||||||||||
30-Jun-14 | December 31, 2013 | ||||||||||||||||||||||||
Level 1 | Level 2 | Total | Level 1 | Level 2 | Total | ||||||||||||||||||||
Assets: | |||||||||||||||||||||||||
Cash equivalents: | |||||||||||||||||||||||||
Money market funds | $ | 18,771 | $ | — | $ | 18,771 | $ | 13,761 | $ | — | $ | 13,761 | |||||||||||||
Commercial paper | — | 9,649 | 9,649 | — | 19,629 | 19,629 | |||||||||||||||||||
Short-term investments: | |||||||||||||||||||||||||
Corporate debt securities | — | 50,892 | 50,892 | — | 76,786 | 76,786 | |||||||||||||||||||
Municipal bonds | — | 24,920 | 24,920 | — | 29,106 | 29,106 | |||||||||||||||||||
U.S. government agency bonds | — | 14,033 | 14,033 | — | 18,050 | 18,050 | |||||||||||||||||||
Asset-backed securities | — | 13,616 | 13,616 | 4,209 | 4,209 | ||||||||||||||||||||
Total | $ | 18,771 | $ | 113,110 | $ | 131,881 | $ | 13,761 | $ | 147,780 | $ | 161,541 | |||||||||||||
Liabilities: | |||||||||||||||||||||||||
Interest rate swap contract (1) | $ | — | $ | — | $ | — | $ | — | $ | 154 | $ | 154 | |||||||||||||
Total | $ | — | $ | — | $ | — | $ | — | $ | 154 | $ | 154 | |||||||||||||
-1 | As of December 31, 2013, the fair value of the interest rate swap contract was classified on our Balance Sheet in other current liabilities. | ||||||||||||||||||||||||
Valuation inputs used to measure the fair values of our money market funds were derived from quoted market prices. The fair values of all other financial instruments are based upon pricing provided by third-party pricing services. These prices were derived from observable market inputs. | |||||||||||||||||||||||||
We have chosen not to measure our debt at fair value, with changes recognized in earnings each reporting period. The following table indicates the carrying value and estimated fair value of our debt as of the indicated periods (in thousands): | |||||||||||||||||||||||||
30-Jun-14 | December 31, 2013 | ||||||||||||||||||||||||
Carrying | Fair | Carrying | Fair | ||||||||||||||||||||||
Value | Value | Value | Value | ||||||||||||||||||||||
Credit Agreement (carrying value including current maturities) | $ | 127,500 | $ | 127,500 | $ | 135,000 | $ | 135,000 | |||||||||||||||||
Convertible debt (par value) | 150,000 | 188,145 | 150,000 | 199,800 | |||||||||||||||||||||
The fair value for our Credit Agreement was estimated using a discounted cash flow methodology, while the fair value for our convertible debt was estimated based upon quoted market prices or recent sales activity, both of which are considered Level 2 inputs. | |||||||||||||||||||||||||
Accounting Pronouncement Issued But Not Yet Effective. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU is a single comprehensive model which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. Under the new guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The updated accounting guidance is effective for annual and interim reporting periods in fiscal years beginning after December 15, 2016. Early adoption is not permitted. An entity may choose to adopt this ASU either retrospectively or through a cumulative effect adjustment as of the start of the first period for which it applies the standard. We are currently in the process of evaluating the impact that this new guidance will have on our consolidated financial statements and our method of adoption. |
Stockholders_Equity_and_Equity
Stockholders' Equity and Equity Compensation Plans | 6 Months Ended | ||||||||||||||
Jun. 30, 2014 | |||||||||||||||
Stockholders' Equity and Equity Compensation Plans | ' | ||||||||||||||
3. STOCKHOLDERS’ EQUITY AND EQUITY COMPENSATION PLANS | |||||||||||||||
Stock Repurchase Program. We currently have a stock repurchase program, approved by our Board of Directors (the “Board”), authorizing us to repurchase our common stock from time-to-time as market and business conditions warrant (the “Stock Repurchase Program”). We did not repurchase any shares under our Stock Repurchase Program during the six months ended June 30, 2014. During the six months ended June 30, 2013, we repurchased 0.5 million shares of our common stock for $10.0 million (weighted-average price of $20.21 per share). As of June 30, 2014, the total remaining number of shares available for repurchase under the Stock Repurchase Program totaled 2.1 million shares. | |||||||||||||||
Stock Repurchases for Tax Withholdings. In addition to the above mentioned stock repurchases, during the six months ended June 30, 2014 and 2013, we repurchased and then cancelled 0.2 million shares of common stock for $6.6 million and 0.2 million shares of common stock for $4.9 million, respectively, in connection with minimum tax withholding requirements resulting from the vesting of restricted common stock under our stock incentive plans. | |||||||||||||||
Dividends. In June 2013, the Board approved the initiation of a quarterly cash dividend to be paid to our stockholders. During the second quarter of 2014, the Board approved a quarterly cash dividend of $0.1575 per share of common stock, totaling $5.4 million. During the second quarter of 2013, the Board approved a quarterly cash dividend of $0.15 per share of common stock, totaling $5.1 million. Dividends for the six months ended June 30, 2014 and 2013, totaled $10.5 million and $5.1 million, respectively. | |||||||||||||||
Stock Incentive Plan. In May 2014, our stockholders approved an increase of 2.9 million shares authorized for issuance under the 2005 Stock Incentive Plan, from 15.8 million shares to 18.7 million shares. | |||||||||||||||
Stock-Based Awards. A summary of our unvested restricted common stock activity during the second quarter and six months ended June 30, 2014 is as follows (shares in thousands): | |||||||||||||||
Quarter Ended | Six Months Ended | ||||||||||||||
30-Jun-14 | 30-Jun-14 | ||||||||||||||
Shares | Weighted- | Shares | Weighted- | ||||||||||||
Average Grant | Average Grant | ||||||||||||||
Date Fair Value | Date Fair Value | ||||||||||||||
Unvested awards, beginning | 1,848 | $ | 21.21 | 1,922 | $ | 18.57 | |||||||||
Awards granted | 18 | 25.09 | 650 | 26.28 | |||||||||||
Awards forfeited/cancelled | (21 | ) | 20.12 | (51 | ) | 20.32 | |||||||||
Awards vested | (13 | ) | 21.03 | (689 | ) | 18.52 | |||||||||
Unvested awards, ending | 1,832 | $ | 21.27 | 1,832 | $ | 21.27 | |||||||||
Included in the awards granted during the six months ended June 30, 2014, are performance-based awards for 0.1 million restricted common stock shares issued to members of executive management, which vest in equal installments over three years upon meeting either pre-established financial performance objectives or pre-established stock price objectives. The performance-based awards become fully vested upon a change in control, as defined, and the subsequent involuntary termination of employment. | |||||||||||||||
All other restricted common stock shares granted during the quarter and six months ended June 30, 2014 are time-based awards, which vest annually over four years with no restrictions other than the passage of time. Certain shares of the restricted common stock become fully vested upon a change in control, as defined, and the subsequent involuntary termination of employment. | |||||||||||||||
We recorded stock-based compensation expense for the second quarters of 2014 and 2013 of $3.9 million and $3.9 million, respectively, and for the six months ended June 30, 2014 and 2013 of $7.7 million $7.5 million, respectively. |
Earnings_Per_Common_Share
Earnings Per Common Share | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Earnings Per Common Share | ' | ||||||||||||||||
4. EARNINGS PER COMMON SHARE | |||||||||||||||||
Basic and diluted earnings per common share (“EPS”) amounts are presented on the face of the accompanying Income Statements. | |||||||||||||||||
No reconciliation of the basic and diluted EPS numerators is necessary as net income is used as the numerators for all periods presented. The reconciliation of the basic and diluted EPS denominators related to the common shares is included in the following table (in thousands): | |||||||||||||||||
Quarter Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Basic weighted-average common shares | 32,619 | 32,125 | 32,469 | 32,129 | |||||||||||||
Dilutive effect of common stock options | — | — | — | 2 | |||||||||||||
Dilutive effect of restricted common stock | 370 | 314 | 560 | 352 | |||||||||||||
Dilutive effect of 2010 Convertible Notes | 554 | — | 760 | — | |||||||||||||
Diluted weighted-average common shares | 33,543 | 32,439 | 33,789 | 32,483 | |||||||||||||
There were no potentially dilutive common shares related to stock options and unvested shares of restricted common stock for the second quarters of 2014 and 2013 and six months ended June 30, 2014 and 2013 excluded from the computation of diluted EPS related to common shares. | |||||||||||||||||
The 2010 Convertible Notes have a dilutive effect only in those quarterly periods in which our average stock price exceeds the current effective conversion price (see Note 5). |
Debt
Debt | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Debt | ' | |||||||
5. DEBT | ||||||||
Our long-term debt, as of June 30, 2014 and December 31, 2013, was as follows (in thousands): | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
2012 Credit Agreement: | ||||||||
Term loan, due November 2017 (or December 2016 if certain conditions exist), interest at adjusted LIBOR plus 2.00% (combined rate of 2.23% at June 30, 2014 and 2.25% at December 31, 2013) | $ | 127,500 | $ | 135,000 | ||||
$100 million revolving loan facility, due November 2017 (or December 2016 if certain conditions exist), interest at adjusted LIBOR plus applicable margin | — | — | ||||||
Convertible Debt Securities: | ||||||||
2010 Convertible Notes – senior subordinated convertible notes; due March 1, 2017; cash interest at 3.0%; net of unamortized OID of $17,116 and $19,950, respectively | 132,884 | 130,050 | ||||||
260,384 | 265,050 | |||||||
Current portion of long-term debt | (18,750 | ) | (15,000 | ) | ||||
Total long-term debt, net | $ | 241,634 | $ | 250,050 | ||||
2012 Credit Agreement. During the six months ended June 30, 2014, we made $7.5 million of principal repayments. | ||||||||
As of June 30, 2014, we were in compliance with the financial ratios and other covenants related to the 2012 Credit Agreement and had no borrowings outstanding on our revolving loan facility and had the entire $100 million available to us. | ||||||||
2010 Convertible Notes. Upon conversion of the 2010 Convertible Notes, we will settle our conversion obligation as follows: (i) we will pay cash for 100% of the par value of the 2010 Convertible Notes that are converted; and (ii) to the extent the value of our conversion obligation exceeds the par value, we will satisfy the remaining conversion obligation in our common stock, cash or any combination of our common stock and cash. | ||||||||
As the result of us declaring a cash dividend in June 2014 (see Note 3), the previous conversion rate for the 2010 Convertible Notes of 41.8811 shares of our common stock for each $1,000 in principal amount of the 2010 Convertible Notes (equivalent to a conversion price of $23.88 per share of our common stock) has been adjusted to 42.1363 shares of our common stock for each $1,000 in principal amount of the 2010 Convertible Notes (equivalent to a conversion price of $23.73 per share of our common stock). | ||||||||
Refer to Note 6 in our 2013 10-K for disclosure of the 2010 Convertible Notes’ three contingent conversion features. As a result of the cash dividend declaration in June 2014, prior to September 1, 2016, holders of the 2010 Convertible Notes can convert their securities at any time the price of our common stock trades over $30.85 per share, or 130% of the $23.73 conversion price (previously $31.04 per share, or 130% of the $23.88 conversion price) for a specified period of time. | ||||||||
As of June 30, 2014, none of the contingent conversion features have been achieved, and thus, the 2010 Convertible Notes are not convertible by the holders. |
LongLived_Assets
Long-Lived Assets | 6 Months Ended | |||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||
Long-Lived Assets | ' | |||||||||||||||||||||||
6. LONG-LIVED ASSETS | ||||||||||||||||||||||||
Goodwill. The changes in the carrying amount of goodwill for the six months ended June 30, 2014, were as follows (in thousands): | ||||||||||||||||||||||||
January 1, 2014 balance | $ | 233,599 | ||||||||||||||||||||||
Adjustments related to prior acquisitions | (30 | ) | ||||||||||||||||||||||
Effects of changes in foreign currency exchange rates | 3,219 | |||||||||||||||||||||||
June 30, 2014 balance | $ | 236,788 | ||||||||||||||||||||||
Other Intangible Assets. Our intangible assets subject to ongoing amortization consist primarily of client contracts and software. As of June 30, 2014 and December 31, 2013, the carrying values of these assets were as follows (in thousands): | ||||||||||||||||||||||||
30-Jun-14 | December 31, 2013 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Carrying | Amortization | Amount | Carrying | Amortization | Amount | |||||||||||||||||||
Amount | Amount | |||||||||||||||||||||||
Client contracts | $ | 135,195 | $ | (85,759 | ) | $ | 49,436 | $ | 130,573 | $ | (75,382 | ) | $ | 55,191 | ||||||||||
Software | 129,580 | (83,146 | ) | 46,434 | 121,069 | (77,504 | ) | 43,565 | ||||||||||||||||
Total | $ | 264,775 | $ | (168,905 | ) | $ | 95,870 | $ | 251,642 | $ | (152,886 | ) | $ | 98,756 | ||||||||||
The total amortization expense related to intangible assets for the second quarters of 2014 and 2013 were $7.7 million and $8.4 million, respectively, and for the six months ended June 30, 2014 and 2013 were $15.7 million and $17.5 million, respectively. Based on the June 30, 2014 net carrying value of our intangible assets, the estimated total amortization expense for each of the five succeeding fiscal years ending December 31 are: 2014 – $30.4 million; 2015 – $22.3 million; 2016 – $16.1 million; 2017 – $12.5 million; and 2018 – $9.3 million. |
Commitments_Guarantees_and_Con
Commitments, Guarantees and Contingencies | 6 Months Ended |
Jun. 30, 2014 | |
Commitments, Guarantees and Contingencies | ' |
7. COMMITMENTS, GUARANTEES AND CONTINGENCIES | |
Warranties. We generally warrant that our solutions and related offerings will conform to published specifications, or to specifications provided in an individual client arrangement, as applicable. The typical warranty period is 90 days from the date of acceptance of the solution or offering. For certain service offerings we provide a limited warranty for the duration of the services provided. We generally warrant that services will be performed in a professional and workmanlike manner. The typical remedy for breach of warranty is to correct or replace any defective deliverable, and if not possible or practical, we will accept the return of the defective deliverable and refund the amount paid under the client arrangement that is allocable to the defective deliverable. Our contracts also generally contain limitation of damages provisions in an effort to reduce our exposure to monetary damages arising from breach of warranty claims. Historically, we have incurred minimal warranty costs, and as a result, do not maintain a warranty reserve. | |
Product and Services Indemnifications. Our arrangements with our clients generally include an indemnification provision that will indemnify and defend a client in actions brought against the client that claim our products and/or services infringe upon a copyright, trade secret, or valid patent. Historically, we have not incurred any significant costs related to such indemnification claims, and as a result, do not maintain a reserve for such exposure. | |
Claims for Company Non-performance. Our arrangements with our clients typically cap our liability for breach to a specified amount of the direct damages incurred by the client resulting from the breach. From time-to-time, these arrangements may also include provisions for possible liquidated damages or other financial remedies for our non-performance, or in the case of certain of our outsourced customer care and billing solutions, provisions for damages related to service level performance requirements. The service level performance requirements typically relate to system availability and timeliness of service delivery. As of June 30, 2014, we believe we have adequate reserves, based on our historical experience, to cover any reasonably anticipated exposure as a result of our nonperformance for any past or current arrangements with our clients. | |
Indemnifications Related to Officers and the Board of Directors. We have agreed to indemnify members of our Board and certain of our officers if they are named or threatened to be named as a party to any proceeding by reason of the fact that they acted in such capacity. We maintain directors’ and officers’ (D&O) insurance coverage to protect against such losses. We have not historically incurred any losses related to these types of indemnifications, and are not aware of any pending or threatened actions or claims against any officer or member of our Board. As a result, we have not recorded any liabilities related to such indemnifications as of June 30, 2014. In addition, as a result of the insurance policy coverage, we believe these indemnification agreements are not significant to our results of operations. | |
Favorable Settlement of Claims. In March 2014, we executed a settlement agreement ending litigation we asserted against a third party for patent infringement and misappropriation of trade secrets. In exchange for the release from the lawsuit initiated, we will receive a total of $6 million, with a portion paid in 2014 and the remainder over the next three years. We have recorded a total $3.9 million (net of a time value discount and legal costs incurred) as a reduction of selling, general and administrative (“SG&A”) expenses during the six months ended June 30, 2014. | |
Legal Proceedings. From time-to-time, we are involved in litigation relating to claims arising out of our operations in the normal course of business. We are not presently a party to any material pending or threatened legal proceedings. |
Subsequent_Events
Subsequent Events | 6 Months Ended | |
Jun. 30, 2014 | ||
Subsequent Events | ' | |
8. SUBSEQUENT EVENTS | ||
Employee Compensation Arrangement. In 2009, we entered into an incentive arrangement with certain employees to develop and then grow our Content Direct solution (the “Arrangement”). The Arrangement included certain liquidation options for the employees in the event of a change of control of the Content Direct solution. Because of the contingent nature of the Arrangement (i.e., payable only upon the occurrence of a change of control related to the Content Direct solution), we have not recognized any amounts in our financial statements related to this matter to date. In July 2014, in conjunction with an organizational restructuring of our Content Direct solution to facilitate its integration with our other offerings, we terminated the Arrangement in exchange for a one-time cash payment of $8 million, which will be reflected as a restructuring charge in the third quarter of 2014. | ||
Comcast Agreement. On July 25, 2014, we entered into an amendment to our current agreement with Comcast Corporation (“Comcast”) (the “Amended Agreement”). The Amended Agreement provides the framework for Comcast to consolidate its residential customer accounts onto our Advanced Convergent Platform (“ACP”) customer care and billing solution. Key changes from the current agreement included in the Amended Agreement, and possible impacts to our business, are as follows: | ||
Term Extension | ||
· | The terms of the Amended Agreement are effective July 1, 2014, and run through June 30, 2019 (a five-year initial term). In addition, Comcast has the option to extend the Amended Agreement for two consecutive one-year terms by exercising renewal options no later than January 1, 2019 for the first extension option, and January 1, 2020 for the second extension option. | |
Migration of Comcast Residential Customer Accounts | ||
· | The Amended Agreement modifies and adds pricing tiers above the level of customer accounts we currently process for Comcast, which will provide Comcast lower pricing per unit for incremental customer accounts brought under the Amended Agreement. | |
Issuance of Warrants | ||
· | As an additional incentive for Comcast to migrate new customer accounts to ACP, the Amended Agreement includes the issuance of stock warrants (the “Warrant Agreement”) for the right to purchase up to approximately 2.9 million shares of our common stock (the “Stock Warrants”), 1.9 million warrants relate to Comcast’s existing residential business and the remaining 1.0 million warrants relate to additional residential customer accounts that Comcast may acquire and migrate onto ACP in the future. The Stock Warrants have a 10-year term and an exercise price of $26.68 per warrant. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | ||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||
Use of Estimates in Preparation of Financial Statements | ' | ||||||||||||||||||||||||
Use of Estimates in Preparation of Financial Statements. The preparation of the accompanying Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of our Financial Statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. | |||||||||||||||||||||||||
Reclassifications | ' | ||||||||||||||||||||||||
Reclassifications. Maintenance revenues, as well as the cost of maintenance revenues, previously included in software, maintenance and service revenues and software, maintenance and services costs of revenues, respectively, have been presented separately in our Condensed Consolidated Statements of Income (“Income Statements” or “Income Statement”) for the quarter and six months ended June 30, 2013. In addition, certain other 2013 amounts have been reclassified to conform to the 2014 presentation. | |||||||||||||||||||||||||
Cash and Cash Equivalents | ' | ||||||||||||||||||||||||
Cash and Cash Equivalents. We consider all highly liquid investments with original maturities of three months or less at the date of the purchase to be cash equivalents. As of June 30, 2014 and December 31, 2013, our cash equivalents consist primarily of institutional money market funds, commercial paper, and time deposits held at major banks. | |||||||||||||||||||||||||
As of June 30, 2014 and December 31, 2013, we had $4.9 million and $4.5 million, respectively, of restricted cash that serves to collateralize outstanding letters of credit. This restricted cash is included in cash and cash equivalents in our Condensed Consolidated Balance Sheets (“Balance Sheets” or “Balance Sheet”). | |||||||||||||||||||||||||
Short-term Investments and Other Financial Instruments | ' | ||||||||||||||||||||||||
Short-term Investments and Other Financial Instruments. Our financial instruments as of June 30, 2014 and December 31, 2013 include cash and cash equivalents, short-term investments, accounts receivable, accounts payable, an interest rate swap contract, and debt. Because of their short maturities, the carrying amounts of cash equivalents, accounts receivable, and accounts payable approximate their fair value. | |||||||||||||||||||||||||
Our short-term investments and certain of our cash equivalents are considered “available-for-sale” and are reported at fair value in our Balance Sheets, with unrealized gains and losses, net of the related income tax effect, excluded from earnings and reported in a separate component of stockholders’ equity. Realized and unrealized gains and losses were not material in any period presented. | |||||||||||||||||||||||||
Primarily all short-term investments held by us as of June 30, 2014 and December 31, 2013 have contractual maturities of less than two years from the time of acquisition. Our short-term investments as of June 30, 2014 and December 31, 2013 consisted almost entirely of fixed income securities. Proceeds from the sale/maturity of short-term investments for the six months ended June 30, 2014 and 2013 were $109.1 million and $41.4 million, respectively. | |||||||||||||||||||||||||
The following table represents the fair value hierarchy based upon three levels of inputs, of which Levels 1 and 2 are considered observable and Level 3 is unobservable, for our financial assets and liabilities measured at fair value (in thousands): | |||||||||||||||||||||||||
30-Jun-14 | December 31, 2013 | ||||||||||||||||||||||||
Level 1 | Level 2 | Total | Level 1 | Level 2 | Total | ||||||||||||||||||||
Assets: | |||||||||||||||||||||||||
Cash equivalents: | |||||||||||||||||||||||||
Money market funds | $ | 18,771 | $ | — | $ | 18,771 | $ | 13,761 | $ | — | $ | 13,761 | |||||||||||||
Commercial paper | — | 9,649 | 9,649 | — | 19,629 | 19,629 | |||||||||||||||||||
Short-term investments: | |||||||||||||||||||||||||
Corporate debt securities | — | 50,892 | 50,892 | — | 76,786 | 76,786 | |||||||||||||||||||
Municipal bonds | — | 24,920 | 24,920 | — | 29,106 | 29,106 | |||||||||||||||||||
U.S. government agency bonds | — | 14,033 | 14,033 | — | 18,050 | 18,050 | |||||||||||||||||||
Asset-backed securities | — | 13,616 | 13,616 | 4,209 | 4,209 | ||||||||||||||||||||
Total | $ | 18,771 | $ | 113,110 | $ | 131,881 | $ | 13,761 | $ | 147,780 | $ | 161,541 | |||||||||||||
Liabilities: | |||||||||||||||||||||||||
Interest rate swap contract (1) | $ | — | $ | — | $ | — | $ | — | $ | 154 | $ | 154 | |||||||||||||
Total | $ | — | $ | — | $ | — | $ | — | $ | 154 | $ | 154 | |||||||||||||
-1 | As of December 31, 2013, the fair value of the interest rate swap contract was classified on our Balance Sheet in other current liabilities. | ||||||||||||||||||||||||
Valuation inputs used to measure the fair values of our money market funds were derived from quoted market prices. The fair values of all other financial instruments are based upon pricing provided by third-party pricing services. These prices were derived from observable market inputs. | |||||||||||||||||||||||||
We have chosen not to measure our debt at fair value, with changes recognized in earnings each reporting period. The following table indicates the carrying value and estimated fair value of our debt as of the indicated periods (in thousands): | |||||||||||||||||||||||||
30-Jun-14 | December 31, 2013 | ||||||||||||||||||||||||
Carrying | Fair | Carrying | Fair | ||||||||||||||||||||||
Value | Value | Value | Value | ||||||||||||||||||||||
Credit Agreement (carrying value including current maturities) | $ | 127,500 | $ | 127,500 | $ | 135,000 | $ | 135,000 | |||||||||||||||||
Convertible debt (par value) | 150,000 | 188,145 | 150,000 | 199,800 | |||||||||||||||||||||
The fair value for our Credit Agreement was estimated using a discounted cash flow methodology, while the fair value for our convertible debt was estimated based upon quoted market prices or recent sales activity, both of which are considered Level 2 inputs. | |||||||||||||||||||||||||
Accounting Pronouncement Issued but Not yet Effective | ' | ||||||||||||||||||||||||
Accounting Pronouncement Issued But Not Yet Effective. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU is a single comprehensive model which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. Under the new guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The updated accounting guidance is effective for annual and interim reporting periods in fiscal years beginning after December 15, 2016. Early adoption is not permitted. An entity may choose to adopt this ASU either retrospectively or through a cumulative effect adjustment as of the start of the first period for which it applies the standard. We are currently in the process of evaluating the impact that this new guidance will have on our consolidated financial statements and our method of adoption. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | ||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||||||||||
The following table represents the fair value hierarchy based upon three levels of inputs, of which Levels 1 and 2 are considered observable and Level 3 is unobservable, for our financial assets and liabilities measured at fair value (in thousands): | |||||||||||||||||||||||||
30-Jun-14 | December 31, 2013 | ||||||||||||||||||||||||
Level 1 | Level 2 | Total | Level 1 | Level 2 | Total | ||||||||||||||||||||
Assets: | |||||||||||||||||||||||||
Cash equivalents: | |||||||||||||||||||||||||
Money market funds | $ | 18,771 | $ | — | $ | 18,771 | $ | 13,761 | $ | — | $ | 13,761 | |||||||||||||
Commercial paper | — | 9,649 | 9,649 | — | 19,629 | 19,629 | |||||||||||||||||||
Short-term investments: | |||||||||||||||||||||||||
Corporate debt securities | — | 50,892 | 50,892 | — | 76,786 | 76,786 | |||||||||||||||||||
Municipal bonds | — | 24,920 | 24,920 | — | 29,106 | 29,106 | |||||||||||||||||||
U.S. government agency bonds | — | 14,033 | 14,033 | — | 18,050 | 18,050 | |||||||||||||||||||
Asset-backed securities | — | 13,616 | 13,616 | 4,209 | 4,209 | ||||||||||||||||||||
Total | $ | 18,771 | $ | 113,110 | $ | 131,881 | $ | 13,761 | $ | 147,780 | $ | 161,541 | |||||||||||||
Liabilities: | |||||||||||||||||||||||||
Interest rate swap contract (1) | $ | — | $ | — | $ | — | $ | — | $ | 154 | $ | 154 | |||||||||||||
Total | $ | — | $ | — | $ | — | $ | — | $ | 154 | $ | 154 | |||||||||||||
-1 | As of December 31, 2013, the fair value of the interest rate swap contract was classified on our Balance Sheet in other current liabilities. | ||||||||||||||||||||||||
Carrying Value and Estimated Fair Value of Debt | ' | ||||||||||||||||||||||||
We have chosen not to measure our debt at fair value, with changes recognized in earnings each reporting period. The following table indicates the carrying value and estimated fair value of our debt as of the indicated periods (in thousands): | |||||||||||||||||||||||||
30-Jun-14 | December 31, 2013 | ||||||||||||||||||||||||
Carrying | Fair | Carrying | Fair | ||||||||||||||||||||||
Value | Value | Value | Value | ||||||||||||||||||||||
Credit Agreement (carrying value including current maturities) | $ | 127,500 | $ | 127,500 | $ | 135,000 | $ | 135,000 | |||||||||||||||||
Convertible debt (par value) | 150,000 | 188,145 | 150,000 | 199,800 | |||||||||||||||||||||
Stockholders_Equity_and_Equity1
Stockholders' Equity and Equity Compensation Plans (Tables) | 6 Months Ended | ||||||||||||||
Jun. 30, 2014 | |||||||||||||||
Summary of Unvested Restricted Common Stock Activity | ' | ||||||||||||||
Stock Incentive Plan. In May 2014, our stockholders approved an increase of 2.9 million shares authorized for issuance under the 2005 Stock Incentive Plan, from 15.8 million shares to 18.7 million shares. | |||||||||||||||
Stock-Based Awards. A summary of our unvested restricted common stock activity during the second quarter and six months ended June 30, 2014 is as follows (shares in thousands): | |||||||||||||||
Quarter Ended | Six Months Ended | ||||||||||||||
30-Jun-14 | 30-Jun-14 | ||||||||||||||
Shares | Weighted- | Shares | Weighted- | ||||||||||||
Average Grant | Average Grant | ||||||||||||||
Date Fair Value | Date Fair Value | ||||||||||||||
Unvested awards, beginning | 1,848 | $ | 21.21 | 1,922 | $ | 18.57 | |||||||||
Awards granted | 18 | 25.09 | 650 | 26.28 | |||||||||||
Awards forfeited/cancelled | (21 | ) | 20.12 | (51 | ) | 20.32 | |||||||||
Awards vested | (13 | ) | 21.03 | (689 | ) | 18.52 | |||||||||
Unvested awards, ending | 1,832 | $ | 21.27 | 1,832 | $ | 21.27 | |||||||||
Earnings_Per_Common_Share_Tabl
Earnings Per Common Share (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Reconciliation of Basic and Diluted EPS Denominators | ' | ||||||||||||||||
No reconciliation of the basic and diluted EPS numerators is necessary as net income is used as the numerators for all periods presented. The reconciliation of the basic and diluted EPS denominators related to the common shares is included in the following table (in thousands): | |||||||||||||||||
Quarter Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Basic weighted-average common shares | 32,619 | 32,125 | 32,469 | 32,129 | |||||||||||||
Dilutive effect of common stock options | — | — | — | 2 | |||||||||||||
Dilutive effect of restricted common stock | 370 | 314 | 560 | 352 | |||||||||||||
Dilutive effect of 2010 Convertible Notes | 554 | — | 760 | — | |||||||||||||
Diluted weighted-average common shares | 33,543 | 32,439 | 33,789 | 32,483 | |||||||||||||
Debt_Tables
Debt (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Long-Term Debt | ' | |||||||
Our long-term debt, as of June 30, 2014 and December 31, 2013, was as follows (in thousands): | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
2012 Credit Agreement: | ||||||||
Term loan, due November 2017 (or December 2016 if certain conditions exist), interest at adjusted LIBOR plus 2.00% (combined rate of 2.23% at June 30, 2014 and 2.25% at December 31, 2013) | $ | 127,500 | $ | 135,000 | ||||
$100 million revolving loan facility, due November 2017 (or December 2016 if certain conditions exist), interest at adjusted LIBOR plus applicable margin | — | — | ||||||
Convertible Debt Securities: | ||||||||
2010 Convertible Notes – senior subordinated convertible notes; due March 1, 2017; cash interest at 3.0%; net of unamortized OID of $17,116 and $19,950, respectively | 132,884 | 130,050 | ||||||
260,384 | 265,050 | |||||||
Current portion of long-term debt | (18,750 | ) | (15,000 | ) | ||||
Total long-term debt, net | $ | 241,634 | $ | 250,050 | ||||
LongLived_Assets_Tables
Long-Lived Assets (Tables) | 6 Months Ended | |||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||
Rollforward of Goodwill | ' | |||||||||||||||||||||||
Goodwill. The changes in the carrying amount of goodwill for the six months ended June 30, 2014, were as follows (in thousands): | ||||||||||||||||||||||||
January 1, 2014 balance | $ | 233,599 | ||||||||||||||||||||||
Adjustments related to prior acquisitions | (30 | ) | ||||||||||||||||||||||
Effects of changes in foreign currency exchange rates | 3,219 | |||||||||||||||||||||||
June 30, 2014 balance | $ | 236,788 | ||||||||||||||||||||||
Summary of Carrying Value of Assets | ' | |||||||||||||||||||||||
Other Intangible Assets. Our intangible assets subject to ongoing amortization consist primarily of client contracts and software. As of June 30, 2014 and December 31, 2013, the carrying values of these assets were as follows (in thousands): | ||||||||||||||||||||||||
30-Jun-14 | December 31, 2013 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Carrying | Amortization | Amount | Carrying | Amortization | Amount | |||||||||||||||||||
Amount | Amount | |||||||||||||||||||||||
Client contracts | $ | 135,195 | $ | (85,759 | ) | $ | 49,436 | $ | 130,573 | $ | (75,382 | ) | $ | 55,191 | ||||||||||
Software | 129,580 | (83,146 | ) | 46,434 | 121,069 | (77,504 | ) | 43,565 | ||||||||||||||||
Total | $ | 264,775 | $ | (168,905 | ) | $ | 95,870 | $ | 251,642 | $ | (152,886 | ) | $ | 98,756 | ||||||||||
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details Textual) (USD $) | 6 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | |
Maximum | Maximum | ||||
Accounting Policies [Abstract] | ' | ' | ' | ' | ' |
Restricted cash | $4,900,000 | ' | $4,500,000 | ' | ' |
Short-term investment contractual maturities | ' | ' | ' | '2 years | '2 years |
Proceeds from sale/maturity of short-term investments | $109,138,000 | $41,361,000 | ' | ' | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | |
In Thousands, unless otherwise specified | |||
Assets: | ' | ' | |
Assets fair value | $131,881 | $161,541 | |
Liabilities: | ' | ' | |
Liabilities fair value | ' | 154 | |
Level 1 | ' | ' | |
Assets: | ' | ' | |
Assets fair value | 18,771 | 13,761 | |
Level 2 | ' | ' | |
Assets: | ' | ' | |
Assets fair value | 113,110 | 147,780 | |
Liabilities: | ' | ' | |
Liabilities fair value | ' | 154 | |
Cash equivalents | Money Market Funds | ' | ' | |
Assets: | ' | ' | |
Assets fair value | 18,771 | 13,761 | |
Cash equivalents | Commercial Paper | ' | ' | |
Assets: | ' | ' | |
Assets fair value | 9,649 | 19,629 | |
Cash equivalents | Level 1 | Money Market Funds | ' | ' | |
Assets: | ' | ' | |
Assets fair value | 18,771 | 13,761 | |
Cash equivalents | Level 2 | Commercial Paper | ' | ' | |
Assets: | ' | ' | |
Assets fair value | 9,649 | 19,629 | |
Short-term Investments | Municipal Bonds | ' | ' | |
Assets: | ' | ' | |
Assets fair value | 24,920 | 29,106 | |
Short-term Investments | Corporate Debt Securities | ' | ' | |
Assets: | ' | ' | |
Assets fair value | 50,892 | 76,786 | |
Short-term Investments | Asset-backed securities | ' | ' | |
Assets: | ' | ' | |
Assets fair value | 13,616 | 4,209 | |
Short-term Investments | U.S. Government Agency Bonds | ' | ' | |
Assets: | ' | ' | |
Assets fair value | 14,033 | 18,050 | |
Short-term Investments | Level 2 | Municipal Bonds | ' | ' | |
Assets: | ' | ' | |
Assets fair value | 24,920 | 29,106 | |
Short-term Investments | Level 2 | Corporate Debt Securities | ' | ' | |
Assets: | ' | ' | |
Assets fair value | 50,892 | 76,786 | |
Short-term Investments | Level 2 | Asset-backed securities | ' | ' | |
Assets: | ' | ' | |
Assets fair value | 13,616 | 4,209 | |
Short-term Investments | Level 2 | U.S. Government Agency Bonds | ' | ' | |
Assets: | ' | ' | |
Assets fair value | 14,033 | 18,050 | |
Interest rate swap contract | ' | ' | |
Liabilities: | ' | ' | |
Liabilities fair value | ' | 154 | [1] |
Interest rate swap contract | Level 2 | ' | ' | |
Liabilities: | ' | ' | |
Liabilities fair value | ' | $154 | [1] |
[1] | As of DecemberB 31, 2013, the fair value of the interest rate swap contract was classified on our Balance Sheet in other current liabilities. |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details 1) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Carrying Value | ' | ' |
Carrying value and estimated fair value of debt | ' | ' |
Credit Agreement (carrying value including current maturities) | $127,500 | $135,000 |
Convertible debt (par value) | 150,000 | 150,000 |
Fair Value | ' | ' |
Carrying value and estimated fair value of debt | ' | ' |
Credit Agreement (carrying value including current maturities) | 127,500 | 135,000 |
Convertible debt (par value) | $188,145 | $199,800 |
Stockholders_Equity_and_Equity2
Stockholders Equity and Equity Compensation Plans (Details Textual) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | ||||||
In Millions, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | 22-May-14 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Performance Shares | Restricted common stock | Restricted common stock | Stock Incentive Plan 2005 | Stock Incentive Plan 2005 | Stock Incentive Plan 2005 | Dividend Paid | Dividend Paid | |||||
Stockholders Equity and Equity Compensation Plans (Additional Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares repurchased | ' | ' | ' | 0.5 | ' | ' | ' | ' | ' | ' | ' | ' |
Total amount paid | ' | ' | ' | $10 | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average price per share | ' | ' | ' | $20.21 | ' | ' | ' | ' | ' | ' | ' | ' |
Remaining number of shares available for repurchase | 2.1 | ' | 2.1 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase of common stock for employee tax withholdings, shares | ' | ' | 0.2 | 0.2 | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase of common stock for tax withholdings, value | ' | ' | 6.6 | 4.9 | ' | ' | ' | ' | ' | ' | ' | ' |
Cash dividends declared per common share | $0.16 | $0.15 | $0.31 | $0.15 | ' | ' | ' | ' | ' | ' | ' | ' |
Cash dividend | 5.4 | 5.1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment of cash dividends common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.5 | 5.1 |
Shareholders of Record Date | 30-Jun-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividend payment date | 30-Jun-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of increased authorized shares under incentive plan | ' | ' | ' | ' | ' | ' | ' | 2.9 | ' | ' | ' | ' |
Number of authorized shares under incentive plan | ' | ' | ' | ' | ' | ' | ' | ' | 18.7 | 15.8 | ' | ' |
Performance based awards granted to executive management shares | ' | ' | ' | ' | 0.1 | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense | $3.90 | $3.90 | $7.70 | $7.50 | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders' Equity and Equity Compensation Plans (Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock shares issued to members of executive management vesting installments | ' | ' | ' | ' | '3 years | '4 years | '4 years | ' | ' | ' | ' | ' |
Stockholders_Equity_and_Equity3
Stockholders' Equity and Equity Compensation Plans (Details) (Restricted common stock, USD $) | 3 Months Ended | 6 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2014 |
Restricted common stock | ' | ' |
Shares | ' | ' |
Shares, Unvested awards, beginning balance | 1,848 | 1,922 |
Shares, Awards granted | 18 | 650 |
Shares, Awards forfeited/cancelled | -21 | -51 |
Shares, Awards vested | -13 | -689 |
Shares, Unvested awards, ending balance | 1,832 | 1,832 |
Weighted average grant date fair value | ' | ' |
Weighted-Average Grant Date Fair Value, Unvested awards, beginning balance | $21.21 | $18.57 |
Weighted-Average Grant Date Fair Value, Awards granted | $25.09 | $26.28 |
Weighted-Average Grant Date Fair Value, Awards forfeited/cancelled | $20.12 | $20.32 |
Weighted-Average Grant Date Fair Value, Awards vested | $21.03 | $18.52 |
Weighted-Average Grant Date Fair Value, Unvested awards, ending balance | $21.27 | $21.27 |
Earnings_Per_Common_Share_Deta
Earnings Per Common Share (Details) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Reconciliation of the basic and diluted EPS denominators | ' | ' | ' | ' |
Basic weighted-average common shares | 32,619 | 32,125 | 32,469 | 32,129 |
Dilutive effect of common stock options | ' | ' | ' | 2 |
Dilutive effect of restricted common stock | 370 | 314 | 560 | 352 |
Dilutive effect of 2010 Convertible Notes | 554 | ' | 760 | ' |
Diluted weighted-average common shares | 33,543 | 32,439 | 33,789 | 32,483 |
Earnings_Per_Common_Share_Deta1
Earnings Per Common Share (Details Textual) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Anti dilutive common shares excluded from calculation of earning per share | 0 | 0 | 0 | 0 |
Debt_Details
Debt (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Carrying value of debt | $260,384 | $265,050 |
Current portion of long-term debt | -18,750 | -15,000 |
Total long-term debt, net | 241,634 | 250,050 |
Senior Subordinated Convertible Notes 2010 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Carrying value of debt | 132,884 | 130,050 |
2012 Credit Agreement | Revolving Loan | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Carrying value of debt | ' | ' |
2012 Credit Agreement | Term Loan | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Carrying value of debt | $127,500 | $135,000 |
Debt_Parenthetical_Details
Debt (Parenthetical) (Details) (USD $) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | ' | ' |
Unamortized original issue discount | 17,116,000 | 19,950,000 |
Senior Subordinated Convertible Notes 2010 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Maturity date | 1-Mar-17 | ' |
Interest rate on senior subordinated convertible notes | 3.00% | ' |
2012 Credit Agreement | Revolving Loan | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Amount available under revolving loan facility | 100,000,000 | ' |
Maturity period | '2017-11 | ' |
2012 Credit agreement early termination date | 1-Dec-16 | ' |
2012 Credit Agreement | Term Loan | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Basis spread on term loan | 2.00% | ' |
Term loan combined interest rate | 2.23% | 2.25% |
Maturity period | '2017-11 | ' |
2012 Credit agreement early termination date | 1-Dec-16 | ' |
Debt_Details_Textual
Debt (Details Textual) (USD $) | 6 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2014 | |
2012 Credit Agreement | 2010 Convertible Notes | 2010 Convertible Notes | |||
Revolving Loan | |||||
Debt Disclosure [Abstract] | ' | ' | ' | ' | ' |
Cash used for repayment of debt | $7,500,000 | $7,500,000 | ' | ' | ' |
Amount available under revolving loan facility | ' | ' | 100,000,000 | ' | ' |
Conversion obligation settlement in cash | ' | ' | ' | ' | 100.00% |
Initial conversion rate of common stock | ' | ' | ' | 41.8811 | 42.1363 |
Convertible Notes, initial conversion of Par Value Convertible Notes to common stock | ' | ' | ' | $1,000 | $1,000 |
Initial conversion price | ' | ' | ' | $23.88 | $23.73 |
Common stock price trigger | ' | ' | ' | $31.04 | $30.85 |
Rate of conversion price | ' | ' | ' | 130.00% | 130.00% |
LongLived_Assets_Details
Long-Lived Assets (Details) (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 |
Goodwill Rollforward | ' |
January 1, 2014 balance | $233,599 |
Adjustments related to prior acquisitions | -30 |
Effects of changes in foreign currency exchange rates | 3,219 |
June 30, 2014 balance | $236,788 |
LongLived_Assets_Details_1
Long-Lived Assets (Details 1) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Summary of carrying value of assets | ' | ' |
Gross Carrying Amount | $264,775 | $251,642 |
Accumulated Amortization | -168,905 | -152,886 |
Net Amount | 95,870 | 98,756 |
Client contracts | ' | ' |
Summary of carrying value of assets | ' | ' |
Gross Carrying Amount | 135,195 | 130,573 |
Accumulated Amortization | -85,759 | -75,382 |
Net Amount | 49,436 | 55,191 |
Software | ' | ' |
Summary of carrying value of assets | ' | ' |
Gross Carrying Amount | 129,580 | 121,069 |
Accumulated Amortization | -83,146 | -77,504 |
Net Amount | $46,434 | $43,565 |
LongLived_Assets_Details_Textu
Long-Lived Assets (Details Textual) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Finite Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Total amortization expense | $7.70 | $8.40 | $15.70 | $17.50 |
Estimated total amortization expense 2014 | 30.4 | ' | 30.4 | ' |
Estimated total amortization expense 2015 | 22.3 | ' | 22.3 | ' |
Estimated total amortization expense 2016 | 16.1 | ' | 16.1 | ' |
Estimated total amortization expense 2017 | 12.5 | ' | 12.5 | ' |
Estimated total amortization expense 2018 | $9.30 | ' | $9.30 | ' |
Commitments_Guarantees_and_Con1
Commitments, Guarantees and Contingencies (Details Textual) (USD $) | 6 Months Ended |
In Millions, unless otherwise specified | Jun. 30, 2014 |
Commitments, Guarantees and Contingencies (Textual) [Abstract] | ' |
Warranty period | '90 days |
Litigation Settlement Amount to be Received | $6 |
Reduction of SG&A expense, net related to litigation settlement | $3.90 |
Subsequent_Events_Details_Text
Subsequent Events (Details Textual) (USD $) | 3 Months Ended | 6 Months Ended | 0 Months Ended | 1 Months Ended | ||||||||
In Thousands, except Share data in Millions, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jul. 25, 2014 | Jul. 31, 2014 | Jul. 31, 2014 | Jul. 31, 2014 | Jul. 31, 2014 | Jul. 25, 2014 | Jul. 25, 2014 | Jul. 25, 2014 |
Subsequent Events | Subsequent Events | Subsequent Events | Subsequent Events | Subsequent Events | Comcast | Migration of Comcast Current Residential Customer Accounts | Migration of Comcast Acquired Additional Residential Customer Accounts | |||||
One-time Cash Payment | First Extension Option | Second Extension Option | Subsequent Events | Subsequent Events | Subsequent Events | |||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges | $39 | ($38) | $1,257 | $863 | ' | ' | $8,000 | ' | ' | ' | ' | ' |
Comcast amendment agreement effective date | ' | ' | ' | ' | ' | 1-Jul-14 | ' | ' | ' | ' | ' | ' |
Comcast amendment agreement initial term | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' |
Comcast amendment agreement date of extend option | ' | ' | ' | ' | ' | ' | ' | 1-Jan-19 | 1-Jan-20 | ' | ' | ' |
Issuance of stock warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.9 | 1.9 | 1 |
Stock warrants term | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' |
Stock warrants, exercise price | ' | ' | ' | ' | $26.68 | ' | ' | ' | ' | ' | ' | ' |