Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Mar. 02, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | PERFICIENT INC | |
Trading Symbol | 0 | |
Entity Central Index Key | 1085869 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Accelerated Filer | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding | 35,434,421 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $6,353 | $10,935 |
Accounts receivable, net | 99,427 | 113,928 |
Prepaid expenses | 3,910 | 2,476 |
Other current assets | 5,105 | 4,679 |
Total current assets | 114,795 | 132,018 |
Property and equipment, net | 8,336 | 7,966 |
Goodwill | 252,819 | 236,130 |
Intangible assets, net | 55,333 | 46,105 |
Other non-current assets | 4,251 | 3,823 |
Total assets | 435,534 | 426,042 |
Current liabilities: | ||
Accounts payable | 10,901 | 22,035 |
Other current liabilities | 26,476 | 33,028 |
Total current liabilities | 37,377 | 55,063 |
Long-term debt | 67,500 | 54,000 |
Other non-current liabilities | 10,375 | 12,251 |
Total liabilities | 115,252 | 121,314 |
Stockholders' equity: | ||
Common stock (par value $.001 per share; 50,000,000 shares authorized and 44,268,635 shares issued and 33,762,122 shares outstanding as of March 31, 2015; 43,174,676 shares issued and 32,854,802 shares outstanding as of December 31, 2014) | 44 | 43 |
Additional paid-in capital | 349,980 | 334,645 |
Accumulated other comprehensive loss | -822 | -651 |
Treasury stock, at cost (10,506,513 shares as of March 31, 2015; 10,319,874 shares as of December 31, 2014) | -99,030 | -95,353 |
Retained earnings | 70,110 | 66,044 |
Total stockholders' equity | 320,282 | 304,728 |
Total liabilities and stockholders' equity | $435,534 | $426,042 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Condensed Consolidated Balance Sheets | ||
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, shares issued (in shares) | 44,268,635 | 43,174,676 |
Common stock, shares outstanding (in shares) | 33,762,122 | 32,854,802 |
Treasury stock, shares (in shares) | 10,506,513 | 10,319,874 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenues | ||
Services | $98,629 | $88,489 |
Software and hardware | 8,502 | 5,003 |
Reimbursable expenses | 3,467 | 3,678 |
Total revenues | 110,598 | 97,170 |
Cost of revenues (exclusive of depreciation and amortization, shown separately below) | ||
Project personnel costs | 63,447 | 56,745 |
Software and hardware costs | 6,728 | 4,502 |
Reimbursable expenses | 3,467 | 3,678 |
Other project related expenses | 896 | 786 |
Total cost of revenues | 74,538 | 65,711 |
Gross margin | 36,060 | 31,459 |
Selling, general and administrative | 24,043 | 20,683 |
Depreciation | 1,081 | 912 |
Amortization | 3,801 | 2,736 |
Acquisition costs | 0 | 1,493 |
Adjustment to fair value of contingent consideration for purchase of business | 85 | 214 |
Income from operations | 7,050 | 5,421 |
Net interest expense | -553 | -167 |
Net other income (expense) | -280 | 20 |
Income before income taxes | 6,217 | 5,274 |
Provision for income taxes | 2,151 | 2,229 |
Net income | $4,066 | $3,045 |
Basic net income per share (in dollars per share) | $0.12 | $0.10 |
Diluted net income per share (in dollars per share) | $0.12 | $0.09 |
Shares used in computing basic net income per share (in shares) | 33,046 | 30,729 |
Shares used in computing diluted net income per share (in shares) | 34,164 | 32,628 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Condensed Consolidated Statements of Comprehensive Income [Abstract] | ||
Net income | $4,066 | $3,045 |
Foreign currency translation adjustment | -171 | -82 |
Total comprehensive income | $3,895 | $2,963 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statement of Stockholders' Equity (USD $) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Treasury Stock [Member] | Retained Earnings (Deficit) [Member] | Total |
In Thousands, except Share data | ||||||
Balance at Dec. 31, 2014 | $43 | $334,645 | ($651) | ($95,353) | $66,044 | $304,728 |
Balance (in shares) at Dec. 31, 2014 | 32,855,000 | 32,854,802 | ||||
Proceeds from the exercise of stock options and sales of stock through the Employee Stock Purchase Plan | 169 | 169 | ||||
Proceeds from the exercise of stock options and sales of stock through the Employee Stock Purchase Plan, shares | 16,000 | |||||
Net tax benefit from stock option exercises and restricted stock vesting | 407 | 407 | ||||
Stock compensation related to restricted stock vesting and retirement savings plan contributions | 3,348 | 3,348 | ||||
Stock compensation related to restricted stock vesting and retirement savings plan contributions (in shares) | 320,000 | |||||
Purchases of treasury stock and buyback of shares for taxes | -3,677 | -3,677 | ||||
Purchases of treasury stock and buyback of shares for taxes (in shares) | -187,000 | |||||
Issuance of stock for acquisitions | 1 | 11,411 | 11,412 | |||
Issuance of stock for acquisitions, shares | 758,000 | |||||
Net income | 4,066 | 4,066 | ||||
Foreign currency translation adjustment | -171 | -171 | ||||
Balance at Mar. 31, 2015 | $44 | $349,980 | ($822) | ($99,030) | $70,110 | $320,282 |
Balance (in shares) at Mar. 31, 2015 | 33,762,000 | 33,762,122 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
OPERATING ACTIVITIES | ||
Net income | $4,066 | $3,045 |
Adjustments to reconcile net income to net cash used in operations: | ||
Depreciation | 1,081 | 912 |
Amortization | 3,801 | 2,736 |
Deferred income taxes | -450 | 1,097 |
Non-cash stock compensation and retirement savings plan contributions | 3,348 | 3,053 |
Tax benefit from stock option exercises and restricted stock vesting | -418 | -492 |
Adjustment to fair value of contingent consideration for purchase of business | 85 | 214 |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | 19,815 | -3,439 |
Other assets | -213 | 391 |
Accounts payable | -11,129 | -992 |
Other liabilities | -11,620 | -9,712 |
Net cash provided by (used in) operating activities | 8,366 | -3,187 |
INVESTING ACTIVITIES | ||
Purchase of property and equipment | -530 | -697 |
Capitalization of software developed for internal use | -335 | -1,244 |
Purchase of business, net of cash acquired | -22,340 | -26,516 |
Net cash used in investing activities | -23,205 | -28,457 |
FINANCING ACTIVITIES | ||
Proceeds from line of credit | 84,000 | 70,000 |
Payments on line of credit | -70,500 | -39,000 |
Payment of credit facility financing fees | -193 | 0 |
Tax benefit on stock option exercises and restricted stock vesting | 418 | 492 |
Proceeds from the exercise of stock options and sales of stock through the Employee Stock Purchase Plan | 169 | 223 |
Purchase of treasury stock | -1,367 | -610 |
Remittance of taxes withheld as part of a net share settlement of restricted stock vesting | -2,310 | -1,719 |
Net cash provided by financing activities | 10,217 | 29,386 |
Effect of exchange rate on cash and cash equivalents | 40 | -29 |
Change in cash and cash equivalents | -4,582 | -2,287 |
Cash and cash equivalents at beginning of period | 10,935 | 7,018 |
Cash and cash equivalents at end of period | 6,353 | 4,731 |
Supplemental disclosures: | ||
Cash paid for income taxes | 514 | 458 |
Cash paid for interest | 202 | 124 |
Non-cash activity: | ||
Stock issued for purchase of businesses | 11,412 | 13,225 |
Estimated fair value of contingent consideration for purchase of business | $2,240 | $127 |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2015 | |
Basis Of Presentation [Abstract] | |
Basis Of Presentation | 1. Basis of Presentation |
The accompanying interim unaudited condensed consolidated financial statements of Perficient, Inc. and its subsidiaries (collectively, the "Company") have been prepared in accordance with accounting principles generally accepted in the United States and are presented in accordance with the rules and regulations of the Securities and Exchange Commission (the "SEC") applicable to interim financial information. Accordingly, certain footnote disclosures have been condensed or omitted. In the opinion of management, the interim unaudited condensed consolidated financial statements reflect all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the Company's financial position, results of operations and cash flows for the periods presented. These financial statements should be read in conjunction with the Company's consolidated financial statements and notes thereto filed with the SEC in the Company's Annual Report on Form 10-K for the year ended December 31, 2014. Operating results for the three months ended March 31, 2015 may not be indicative of the results for the full fiscal year ending December 31, 2015. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2015 | |
Summary Of Significant Accounting Policies [Abstract] | |
Summary Of Significant Accounting Policies | 2. Summary of Significant Accounting Policies |
Use of Estimates | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates, and such differences could be material to the financial statements. | |
Revenue Recognition | |
Revenues are primarily derived from professional services provided on a time and materials basis. For time and material contracts, revenues are recognized and billed by multiplying the number of hours expended in the performance of the contract by the established billing rates. For fixed fee projects, revenues are generally recognized using an input method based on the ratio of hours expended to total estimated hours. Amounts invoiced and collected in excess of revenues recognized are classified as deferred revenues. On many projects the Company is also reimbursed for out-of-pocket expenses such as airfare, lodging, and meals. These reimbursements are included as a component of revenues. Revenues from software and hardware sales are generally recorded on a gross basis considering the Company's role as a principal in the transaction. On rare occasions, the Company enters into a transaction where it is not the principal. In these cases, revenue is recorded on a net basis. | |
Unbilled revenues represent the project time and expenses that have been incurred, but not yet billed to the client, prior to the end of the fiscal period. For time and materials projects, the client is invoiced for the amount of hours worked multiplied by the billing rates as stated in the contract. For fixed fee arrangements, the client is invoiced according to the agreed-upon schedule detailing the amount and timing of payments in the contract. Clients are typically billed monthly for services provided during that month, but can be billed on a more or less frequent basis as determined by the contract. If the time and expenses are worked/incurred and approved at the end of a fiscal period and the invoice has not yet been sent to the client, the amount is recorded as unbilled revenue once the Company verifies all other revenue recognition criteria have been met. | |
Revenues are recognized when the following criteria are met: (1) persuasive evidence of the customer arrangement exists; (2) fees are fixed and determinable; (3) delivery and acceptance have occurred; and (4) collectability is deemed probable. The Company's policy for revenue recognition in instances where multiple deliverables are sold contemporaneously to the same customer is in accordance with Financial Accounting Standards Board Accounting Standards Codification ("ASC") Subtopic 985-605, Software – Revenue Recognition, ASC Subtopic 605-25, Revenue Recognition – Multiple-Element Arrangements, and ASC Section 605-10-S99 (Staff Accounting Bulletin Topic 13, Revenue Recognition). Specifically, if the Company enters into contracts for the sale of services and software or hardware, then the Company evaluates whether each element should be accounted for separately by considering the following criteria: (1) whether the deliverables have value to the client on a stand-alone basis; and (2) whether delivery or performance of the undelivered item or items is considered probable and substantially in the control of the Company (only if the arrangement includes a general right of return related to the delivered item). Further, for sales of software and services, the Company also evaluates whether the services are essential to the functionality of the software and if it has fair value evidence for each deliverable. If the Company has concluded that the separation criteria are met, then it accounts for each deliverable in the transaction separately, based on the relevant revenue recognition policies. Generally, all deliverables of the Company's multiple element arrangements meet these criteria and are accounted for separately, with the arrangement consideration allocated among the deliverables using vendor-specific objective evidence of the selling price. As a result, the Company generally recognizes software and hardware sales upon delivery to the customer and services consistent with the policies described herein. | |
Further, delivery of software and hardware sales, when sold contemporaneously with services, can generally occur at varying times depending on the specific client project arrangement. Delivery of services generally occurs over a period of time consistent with the timeline as outlined in the client contract. | |
There are no significant cancellation or termination-type provisions for the Company's software and hardware sales. Contracts for professional services provide for a general right, to the client or the Company, to cancel or terminate the contract within a given period of time (generally 10 to 30 days' notice is required). The client is responsible for any time and expenses incurred up to the date of cancellation or termination of the contract. | |
The Company may provide multiple services under the terms of an arrangement and is required to assess whether one or more units of accounting are present. Service fees are typically accounted for as one unit of accounting, as fair value evidence for individual tasks or milestones is not available. The Company follows the guidelines discussed above in determining revenues; however, certain judgments and estimates are made and used to determine revenues recognized in any accounting period. If estimates are revised, material differences may result in the amount and timing of revenues recognized for a given period. | |
Revenues are presented net of taxes assessed by governmental authorities. Sales taxes are generally collected and subsequently remitted on all software and hardware sales and certain services transactions as appropriate. | |
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Stock-Based Compensation [Abstract] | |||||||||
Stock-Based Compensation | 3. Stock-Based Compensation | ||||||||
Stock-based compensation is accounted for in accordance with ASC Topic 718, Compensation – Stock Compensation ("ASC Topic 718"). Under this method, the Company recognizes share-based compensation ratably using the straight-line attribution method over the requisite service period. In addition, pursuant to ASC Topic 718, the Company is required to estimate the amount of expected forfeitures when calculating share-based compensation, instead of accounting for forfeitures as they occur. | |||||||||
Stock Award Plans | |||||||||
In May 2014, at the recommendation of the Company's Board of Directors, the Company's stockholders approved the Amended and Restated Perficient, Inc. 2012 Long Term Incentive Plan (as amended, the "Incentive Plan"). The Incentive Plan allows for the granting of various types of stock awards, not to exceed a total of 5.0 million shares, to eligible individuals. The Compensation Committee of the Board of Directors administers the Incentive Plan and determines the terms of all stock awards made under the Incentive Plan. | |||||||||
Stock-based compensation cost recognized for the three months ended March 31, 2015 and 2014 was approximately $3.5 million and $3.2 million, respectively, which included $0.6 million and $0.5 million, respectively, of expense for retirement savings plan contributions. The associated current and future income tax benefits recognized were $1.1 million and $1.0 million for the three months ended March 31, 2015 and 2014, respectively. As of March 31, 2015, there was $20.8 million of total unrecognized compensation cost related to non-vested share-based awards and other incentive awards. This cost is expected to be recognized over a weighted-average period of two years. | |||||||||
Stock option activity for the three months ended March 31, 2015 was as follows (shares in thousands): | |||||||||
Shares | Weighted-Average Exercise Price | ||||||||
Options outstanding at December 31, 2014 | 12 | $ | 7.48 | ||||||
Options exercised | (12 | ) | 7.48 | ||||||
Options canceled | - | - | |||||||
Options outstanding at March 31, 2015 | - | - | |||||||
Options vested at March 31, 2015 | - | $ | - | ||||||
Restricted stock activity for the three months ended March 31, 2015 was as follows (shares in thousands): | |||||||||
Shares | Weighted-Average Grant Date Fair Value | ||||||||
Restricted stock awards outstanding at December 31, 2014 | 1,506 | $ | 15.39 | ||||||
Awards granted | 342 | 19.85 | |||||||
Awards vested | (291 | ) | 14.56 | ||||||
Awards forfeited | (83 | ) | 14.4 | ||||||
Restricted stock awards outstanding at March 31, 2015 | 1,474 | $ | 16.59 | ||||||
Net_Income_Per_Share
Net Income Per Share | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Net Income Per Share [Abstract] | |||||||||
Net Income Per Share | 4. Net Income per Share | ||||||||
The following table presents the calculation of basic and diluted net income per share (in thousands, except per share information): | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Net income | $ | 4,066 | $ | 3,045 | |||||
Basic: | |||||||||
Weighted-average shares of common stock outstanding | 33,046 | 30,729 | |||||||
Shares used in computing basic net income per share | 33,046 | 30,729 | |||||||
Effect of dilutive securities: | |||||||||
Stock options | 2 | 131 | |||||||
Restricted stock subject to vesting | 504 | 699 | |||||||
Shares issuable for acquisition consideration (1) | 612 | 1,069 | |||||||
Shares used in computing diluted net income per share | 34,164 | 32,628 | |||||||
Basic net income per share | $ | 0.12 | $ | 0.1 | |||||
Diluted net income per share | $ | 0.12 | $ | 0.09 | |||||
Anti-dilutive options and restricted stock not included in the calculation of diluted net income per share | 109 | - | |||||||
-1 | For the three months ended March 31, 2015, this represents the shares held in escrow pursuant to: (i) the Agreement and Plan of Merger with ForwardThink Group Inc. ("ForwardThink"); (ii) the Asset Purchase Agreement with BioPharm Systems, Inc.; (iii) the Asset Purchase Agreement with Trifecta Technologies, Inc. and Trifecta Technologies Canada, Limited; and (iv) the Asset Purchase Agreement with Zeon Solutions Incorporated and certain related entities (collectively, "Zeon") as part of the consideration. For the three months ended March 31, 2014, this represents the shares held in escrow pursuant to: (i) the Agreement and Plan of Merger with Northridge Systems, Inc.; (ii) the Asset Purchase Agreement with Nascent Systems, LP ; (iii) the Agreement and Plan of Merger with TriTek Solutions, Inc.; (iv) the Asset Purchase Agreement with Clear Task, Inc.; (v) the Asset Purchase Agreement with CoreMatrix Systems, LLC; and (vi) the Agreement and Plan of Merger with ForwardThink as part of the consideration. These shares were not included in the calculation of basic net income per share due to the uncertainty of their ultimate status. | ||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Commitments And Contingencies [Abstract] | |||||
Commitments And Contingencies | 5. Commitments and Contingencies | ||||
The Company leases office space and certain equipment under various operating lease agreements. The Company has the option to extend the term of certain lease agreements. Future minimum commitments under these lease agreements as of March 31, 2015 were as follows (in thousands): | |||||
Operating | |||||
Leases | |||||
2015 remaining | $ | 4,292 | |||
2016 | 5,554 | ||||
2017 | 4,716 | ||||
2018 | 3,244 | ||||
2019 | 2,705 | ||||
Thereafter | 4,220 | ||||
Total minimum lease payments | $ | 24,731 | |||
Balance_Sheet_Components
Balance Sheet Components | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Balance Sheet Components [Abstract] | |||||||||
Balance Sheet Components | 6. Balance Sheet Components | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
(in thousands) | |||||||||
Accounts receivable: | |||||||||
Accounts receivable | $ | 64,333 | $ | 82,994 | |||||
Unbilled revenues | 35,979 | 31,845 | |||||||
Allowance for doubtful accounts | (885 | ) | (911 | ) | |||||
Total | $ | 99,427 | $ | 113,928 | |||||
Property and equipment: | |||||||||
Computer hardware (useful life of 3 years) | $ | 10,677 | $ | 10,221 | |||||
Furniture and fixtures (useful life of 5 years) | 2,869 | 2,442 | |||||||
Leasehold improvements (useful life of 5 years) | 2,332 | 2,075 | |||||||
Software (useful life of 1 to 7 years) | 7,134 | 6,828 | |||||||
Less: Accumulated depreciation | (14,676 | ) | (13,600 | ) | |||||
Total | $ | 8,336 | $ | 7,966 | |||||
Other current liabilities: | |||||||||
Accrued variable compensation | $ | 6,467 | $ | 15,060 | |||||
Deferred revenue | 6,457 | 5,945 | |||||||
Payroll related costs | 1,730 | 1,614 | |||||||
Accrued subcontractor fees | 865 | 871 | |||||||
Accrued medical claims expense | 1,376 | 1,615 | |||||||
Acquired liabilities | 1,918 | 2,603 | |||||||
Estimated fair value of contingent consideration liability (1) | 2,325 | - | |||||||
Other current liabilities | 5,338 | 5,320 | |||||||
Total | $ | 26,476 | $ | 33,028 | |||||
(1) Represents the fair value estimate of additional earnings-based contingent consideration that may be realized by Zeon's selling shareholders 12 months after the Zeon acquisition. | |||||||||
Business_Combinations
Business Combinations | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Business Combinations [Abstract] | |||||||||
Business Combinations | 7. Business Combinations | ||||||||
Acquisition of ForwardThink | |||||||||
On February 10, 2014, the Company acquired ForwardThink, pursuant to the terms of an Agreement and Plan of Merger. ForwardThink was a financial services and solutions consulting firm. The acquisition of ForwardThink expanded the Company's financial services vertically, including the Company's presence in the New York area. | |||||||||
The Company's total allocable purchase price consideration was $40.1 million. The purchase price was comprised of $26.9 million in cash paid (net of cash acquired) and $13.2 million of Company common stock issued at closing. The Company incurred approximately $1.3 million in transaction costs, which were expensed when incurred. The Company acquired certain equity awards which were replaced with a cash incentive plan pursuant to the Agreement and Plan of Merger. These awards are recognized separately from the acquisition of assets and assumptions of liabilities in the business combination and will be recognized as compensation expense within the Condensed Consolidated Statements of Operations. Approximately $0.8 million of expense will be recorded over three years and will be recognized ratably over the awards service period. | |||||||||
The Company allocated the total purchase price consideration between tangible assets, identified intangible assets, liabilities, and goodwill as follows (in millions): | |||||||||
Acquired tangible assets | $ | 4.5 | |||||||
Acquired intangible assets | 18 | ||||||||
Liabilities assumed | (11.9 | ) | |||||||
Goodwill | 29.5 | ||||||||
Total purchase price | $ | 40.1 | |||||||
The Company estimated that the intangible assets acquired have useful lives of eleven months to six years. | |||||||||
Acquisition of BioPharm | |||||||||
On April 1, 2014, the Company acquired substantially all of the assets of BioPharm Systems, Inc., a California corporation ("California BioPharm"), and all of the outstanding stock of BioPharm Systems, Inc., a Delaware corporation (together with California BioPharm, "BioPharm"), pursuant to the terms of an Asset Purchase Agreement and a Stock Purchase Agreement. BioPharm was a business and information technology consulting firm focused on the life sciences industry. The acquisition of BioPharm expanded the Company's industry vertical expertise with the addition of a dedicated life sciences vertical. | |||||||||
The Company's total allocable purchase price consideration was $16.3 million. The purchase price was comprised of $11.2 million in cash paid (net of cash acquired) and $5.1 million in Company common stock issued at closing. The Company incurred approximately $0.7 million in transaction costs, which were expensed when incurred. | |||||||||
The Company allocated the total purchase price consideration between tangible assets, identified intangible assets, liabilities, and goodwill as follows (in millions): | |||||||||
Acquired tangible assets | $ | 3.4 | |||||||
Acquired intangible assets | 8.4 | ||||||||
Liabilities assumed | (1.2 | ) | |||||||
Goodwill | 5.7 | ||||||||
Total purchase price | $ | 16.3 | |||||||
The Company estimated that the intangible assets acquired have useful lives of nine months to ten years. | |||||||||
Acquisition of Trifecta | |||||||||
On May 7, 2014, the Company acquired substantially all of the assets related to the eCommerce business of Trifecta Technologies, Inc. and Trifecta Technologies Canada, Limited (together, "Trifecta"), pursuant to the terms of an Asset Purchase Agreement. Trifecta was a business and information technology consulting firm focused on IBM WebSphere Commerce solutions. The acquisition of Trifecta expanded our ability to deliver larger, more powerful commerce solutions. | |||||||||
The Company's total allocable purchase price consideration was $13.6 million. Of the $13.6 million in total allocable purchase price consideration, $8.2 million was paid in cash and the remainder represents an assumption of liabilities. The Company incurred approximately $0.6 million in transaction costs, which were expensed when incurred. | |||||||||
The Company allocated the total purchase price consideration between tangible assets, identified intangible assets, liabilities, and goodwill as follows (in millions): | |||||||||
Acquired tangible assets | $ | 1.6 | |||||||
Acquired intangible assets | 5.2 | ||||||||
Liabilities assumed | (5.7 | ) | |||||||
Goodwill | 7.1 | ||||||||
Total cash purchase price | $ | 8.2 | |||||||
The Company estimated that the intangible assets acquired have useful lives of eight months to five years. | |||||||||
Acquisition of Zeon | |||||||||
On January 2, 2015, the Company acquired substantially all of the assets of Zeon Solutions Incorporated, a Wisconsin corporation, Grand River Interactive LLC, a Michigan limited liability company, and their Indian affiliate, Zeon Solutions Private Limited (collectively, "Zeon"), pursuant to the terms of an Asset Purchase Agreement. The acquisition of Zeon expanded the Company's expertise in the support of e-commerce and digital agency solutions. | |||||||||
The Company has initially estimated the total allocable purchase price consideration to be $35.9 million. The purchase price was comprised of $22.3 million in cash paid and $11.4 million in Company common stock issued at closing increased by $2.2 million representing the initial fair value estimate of additional earnings-based contingent consideration, which may be realized by Zeon 12 months after the closing date of the acquisition. The Company incurred approximately $0.9 million in transaction costs, which were expensed when incurred. | |||||||||
The Company has estimated the allocation of the total purchase price consideration between tangible assets, identified intangible assets, liabilities, and goodwill as follows (in millions): | |||||||||
Acquired tangible assets | $ | 9.9 | |||||||
Acquired intangible assets | 12.7 | ||||||||
Liabilities assumed | (3.4 | ) | |||||||
Goodwill | 16.7 | ||||||||
Total cash purchase price | $ | 35.9 | |||||||
The Company estimated that the intangible assets acquired have useful lives of nine months to eight years. | |||||||||
The amounts above represent the fair value estimates as of March 31, 2015, and are subject to subsequent adjustment as the Company obtains additional information during the measurement period and finalizes its fair value estimates. Any subsequent adjustments to these fair value estimates occurring during the measurement period will result in an adjustment to goodwill or income, as applicable. | |||||||||
The results of the Zeon operations have been included in the Company's condensed consolidated financial statements since the acquisition date. | |||||||||
The amount of revenue and net income of Zeon in the Company's Condensed Consolidated Statements of Operations (Unaudited) from the acquisition date to March 31, 2015 are as follows (in thousands): | |||||||||
Acquisition Date to | |||||||||
31-Mar-15 | |||||||||
Revenues | $ | 7,201 | |||||||
Net income | $ | 674 | |||||||
Pro-forma Results of Operations | |||||||||
The following presents the unaudited pro-forma combined results of operations of the Company with Zeon for the three months ended March 31, 2015 and ForwardThink, BioPharm, Trifecta, and Zeon for the three months ended March 31, 2014, after giving effect to certain pro-forma adjustments and assuming Zeon was acquired as of the beginning of 2014 and ForwardThink, BioPharm, and Trifecta were acquired as of the beginning of 2013. | |||||||||
These unaudited pro-forma results are presented in compliance with the adoption of Accounting Standards Update ("ASU") 2010-29, Business Combinations (Topic 805), Disclosure of Supplementary Pro Forma Information for Business Combinations, and are not necessarily indicative of the actual consolidated results of operations had the acquisitions actually occurred on January 1, 2014 or January 1, 2013 or of future results of operations of the consolidated entities (in thousands, except per share information): | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Revenues | $ | 110,598 | $ | 111,206 | |||||
Net income | $ | 4,367 | $ | 3,786 | |||||
Basic net income per share | $ | 0.13 | $ | 0.11 | |||||
Diluted net income per share | $ | 0.13 | $ | 0.11 | |||||
Shares used in computing basic net income per share | 33,675 | 32,998 | |||||||
Shares used in computing diluted net income per share | 34,181 | 34,132 | |||||||
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||
Goodwill and Intangible Assets [Abstract] | |||||||||||||||||||||||||
Goodwill and Intangible Assets | 8. Goodwill and Intangible Assets | ||||||||||||||||||||||||
Goodwill represents the excess purchase price over the fair value of net assets acquired, or net liabilities assumed, in a business combination. In accordance with ASC Topic 350, Intangibles – Goodwill and Other, the Company performs an annual impairment test of goodwill. The Company evaluates goodwill as of October 1 each year and more frequently if events or changes in circumstances indicate that goodwill might be impaired. | |||||||||||||||||||||||||
Other intangible assets include customer relationships, non-compete arrangements, customer backlog, trade names, and internally developed software, which are being amortized over the assets' estimated useful lives using the straight-line method. Estimated useful lives range from nine months to ten years. Amortization of customer relationships, non-compete arrangements, customer backlog, trade names, and internally developed software is considered an operating expense and is included in "Amortization" in the accompanying Condensed Consolidated Statements of Operations (Unaudited). The Company periodically reviews the estimated useful lives of its identifiable intangible assets, taking into consideration any events or circumstances that might result in a lack of recoverability or revised useful life. | |||||||||||||||||||||||||
Goodwill | |||||||||||||||||||||||||
The changes in the carrying amount of goodwill for the three months ended March 31, 2015 are as follows (in thousands): | |||||||||||||||||||||||||
Balance at December 31, 2014 | $ | 236,130 | |||||||||||||||||||||||
Preliminary purchase price allocations for acquisitions (Note 7) | 16,698 | ||||||||||||||||||||||||
Effect of foreign currency adjustments and other | (9 | ) | |||||||||||||||||||||||
Balance at March 31, 2015 | $ | 252,819 | |||||||||||||||||||||||
Intangible Assets with Definite Lives | |||||||||||||||||||||||||
The following table presents a summary of the Company's intangible assets that are subject to amortization (in thousands): | |||||||||||||||||||||||||
31-Mar-15 | 31-Dec-14 | ||||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||
Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | ||||||||||||||||||||
Amounts | Amounts | Amounts | Amounts | ||||||||||||||||||||||
Customer relationships | $ | 65,290 | $ | (18,770 | ) | $ | 46,520 | $ | 54,389 | $ | (16,595 | ) | $ | 37,794 | |||||||||||
Non-compete agreements | 1,573 | (882 | ) | 691 | 1,601 | (866 | ) | 735 | |||||||||||||||||
Customer backlog | 1,040 | (391 | ) | 649 | 2,341 | (2,265 | ) | 76 | |||||||||||||||||
Trade name | 88 | (36 | ) | 52 | 167 | (148 | ) | 19 | |||||||||||||||||
Internally developed software | 8,890 | (1,469 | ) | 7,421 | 8,897 | (1,416 | ) | 7,481 | |||||||||||||||||
Total | $ | 76,881 | $ | (21,548 | ) | $ | 55,333 | $ | 67,395 | $ | (21,290 | ) | $ | 46,105 | |||||||||||
The estimated useful lives of identifiable intangible assets are as follows: | |||||||||||||||||||||||||
Customer relationships | 3 – 10 years | ||||||||||||||||||||||||
Non-compete agreements | 3 – 5 years | ||||||||||||||||||||||||
Internally developed software | 1 – 7 years | ||||||||||||||||||||||||
Trade name | 1 year | ||||||||||||||||||||||||
Customer backlog | 9 – 11 months | ||||||||||||||||||||||||
Line_of_Credit
Line of Credit | 3 Months Ended |
Mar. 31, 2015 | |
Line Of Credit [Abstract] | |
Line Of Credit | 9. Line of Credit |
Effective as of January 2, 2015, the Company entered into a second amendment and consent (the "Second Amendment") to its credit agreement with Silicon Valley Bank ("SVB"), U.S. Bank National Association, and Bank of America, N.A. (as amended, the "Credit Agreement"), pursuant to which the Company and the lenders, including Wells Fargo, National Association, as a new lender, increased the amount of available borrowing capacity thereunder by $35.0 million, allowing for revolving credit borrowings up to a maximum principal amount of $125.0 million, subject to an additional commitment increase of $50.0 million. Prior to the Second Amendment, the credit agreement allowed for revolving credit borrowing up to a maximum principal amount of $90.0 million, subject to a commitment increase of $25.0 million. | |
The Credit Agreement also allows for the issuance of letters of credit in the aggregate amount of up to $10.0 million at any one time; outstanding letters of credit reduce the credit available for revolving credit borrowings. As of March 31, 2015, the Company had one outstanding letter of credit in the amount of $0.2 million to secure an office space lease. Substantially all of our assets are pledged to secure the credit facility. | |
All outstanding amounts owed under the Credit Agreement become due and payable no later than the final maturity date of July 31, 2017. Borrowings under the Credit Agreement bear interest at our option of SVB's prime rate (4.00% on March 31, 2015) plus a margin ranging from 0.00% to 0.50% or one-month LIBOR (0.18% on March 31, 2015) plus a margin ranging from 2.00% to 2.50%. The additional margin amount is dependent on the level of outstanding borrowings. As of March 31, 2015, we had $57.3 million of maximum borrowing capacity. We incur an annual commitment fee of 0.20% on the unused portion of the line of credit. | |
The Company is required to comply with various financial covenants under the Credit Agreement. Specifically, the Company is required to maintain a ratio of earnings before interest, taxes, depreciation, and amortization ("EBITDA") plus stock compensation and minus income taxes paid and capital expenditures to interest expense and scheduled payments due for borrowings on a trailing three months basis annualized of not less than 2.00 to 1.00 and a ratio of current maturities of long-term debt to EBITDA plus stock compensation and minus income taxes paid and capital expenditures of not more than 2.75 to 1.00. | |
At March 31, 2015, the Company was in compliance with all covenants under the Credit Agreement. | |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | 10. Income Taxes |
The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The Internal Revenue Service (the "IRS") has completed examinations of the Company's U.S. income tax returns or the statute of limitations has passed on returns for the years through 2010. The Company's 2011 and 2012 U.S. income tax returns are currently under examination by the IRS. | |
Under the provisions of the ASC Subtopic 740-10-25, Income Taxes - Recognition, the Company had an unrecognized tax benefit of $0.6 million as of March 31, 2015. | |
The Company's effective tax rate was 34.6% for the three months ended March 31, 2015 compared to 42.3% for the three months ended March 31, 2014. The decrease in the effective rate is primarily due to non-deductible acquisition related costs incurred during the three months ended March 31, 2014 and slightly higher fully deductible meals and entertainment expenses during the three months ended March 31, 2015. As of March 31, 2015, the Company's net current deferred tax asset was $0.4 million and its net non-current deferred tax liability was $6.5 million. Generally, deferred tax assets are related to stock compensation, accruals and net operating losses of acquired companies. Deferred tax liabilities relate to goodwill, intangibles, fixed asset depreciation, and prepaid expenses. Net current deferred tax assets are recorded in "Other current assets" and net non-current deferred tax liabilities are recorded in "Other non-current liabilities" on the accompanying Condensed Consolidated Balance Sheet (Unaudited) as of March 31, 2015. |
Financial_Instruments
Financial Instruments | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Financial Instruments [Abstract] | |||||||||
Financial Instruments | 11. Financial Instruments | ||||||||
In the normal course of business, the Company uses derivative financial instruments to manage foreign currency exchange rate risk. Currency exposure is monitored and managed by the Company as part of its risk management program which seeks to reduce the potentially adverse effects that market volatility could have on operating results. The Company's derivative financial instruments consist of non-deliverable foreign currency forward contracts. Financial instruments are neither held nor issued by the Company for trading purposes. | |||||||||
Derivatives Not Designated as Hedging Instruments | |||||||||
Both the gain or loss on the derivatives not designated as hedging instruments and the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in current earnings. Realized gains or losses and changes in the estimated fair value of foreign currency forward contracts that have not been designated as hedges were a net loss of $0.2 million during the three months ended March 31, 2015. No gains and losses were recognized during the three months ended March 31, 2014. Gains and losses on these contracts are recorded in Net other (expense) income and Net interest expense in the Condensed Consolidated Statement of Operations (Unaudited) and are offset by losses and gains on the related hedged items. | |||||||||
The notional amounts of the Company's derivative instruments outstanding were as follows (in thousands): | |||||||||
31-Mar-15 | 31-Dec-14 | ||||||||
Derivatives not designated as hedges | |||||||||
Foreign exchange contracts | $ | 4,670 | $ | - | |||||
Total derivatives not designated as hedges | $ | 4,670 | $ | - | |||||
Fair Value of Derivative Instruments | |||||||||
The authoritative guidance defines fair value as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The authoritative guidance also establishes a fair value hierarchy that is intended to increase consistency and comparability in fair value measurements and related disclosures. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity's pricing based upon its own market assumptions. | |||||||||
The fair value hierarchy consists of the following three levels: | |||||||||
• | Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities. | ||||||||
• | Level 2 – Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data. | ||||||||
• | Level 3 – Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable. | ||||||||
The Company estimates the fair value of each foreign exchange forward contract by using a present value of expected cash flows model. This model calculates the difference between the current market forward price and the contracted forward price for each foreign exchange contract and applies the difference in the rates to each outstanding contract. Valuations for all derivatives fall within Level 2 of the GAAP valuation hierachy. The fair value of the Company's derivative instruments outstanding as of March 31, 2015 were immaterial. | |||||||||
Derivatives may give rise to credit risks from the possible non-performance by counterparties. Credit risk is generally limited to the fair value of those contracts that are favorable to us. The Company has limited its credit risk by entering into derivative transactions only with highly-rated global financial institutions, limiting the amount of credit exposure with any one financial institution and conducting ongoing evaluation of the creditworthiness of the financial institutions with which the Company does business. | |||||||||
The Company utilizes standard counterparty master agreements containing provisions for the netting of certain foreign currency transaction obligations and for the set-off of certain obligations in the event of an insolvency of one of the parties to the transaction. Within the Condensed Consolidated Balance Sheets (Unaudited), the Company records derivative assets and liabilities at net fair value. |
Recent_Accounting_Pronoucement
Recent Accounting Pronoucements | 3 Months Ended |
Mar. 31, 2015 | |
Recent Accounting Pronouncements [Abstract] | |
Recent Accounting Pronouncements | 12. Recent Accounting Pronouncements |
On May 28, 2014, the Financial Accounting Standards Board ("FASB") issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for the Company on January 1, 2018. On April 1, 2015, the FASB voted to propose to defer the effective date of ASU 2014-09 by one year. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. | |
In April 2015, the FASB amended ASC 835-30, Interest - Imputation of Interest (issued under ASU No. 2015-03). This amendment to ASC 835-30 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by this amendment. The amendment is effective for the year beginning January 1, 2016 and requires using a retrospective approach. The Company does not expect the adoption of amended ASC 835-30 to have a material impact on the Company's consolidated financial statements. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Summary Of Significant Accounting Policies [Abstract] | |
Use Of Estimates | Use of Estimates |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates, and such differences could be material to the financial statements. | |
Revenue Recognition | Revenue Recognition |
Revenues are primarily derived from professional services provided on a time and materials basis. For time and material contracts, revenues are recognized and billed by multiplying the number of hours expended in the performance of the contract by the established billing rates. For fixed fee projects, revenues are generally recognized using an input method based on the ratio of hours expended to total estimated hours. Amounts invoiced and collected in excess of revenues recognized are classified as deferred revenues. On many projects the Company is also reimbursed for out-of-pocket expenses such as airfare, lodging, and meals. These reimbursements are included as a component of revenues. Revenues from software and hardware sales are generally recorded on a gross basis considering the Company's role as a principal in the transaction. On rare occasions, the Company enters into a transaction where it is not the principal. In these cases, revenue is recorded on a net basis. | |
Unbilled revenues represent the project time and expenses that have been incurred, but not yet billed to the client, prior to the end of the fiscal period. For time and materials projects, the client is invoiced for the amount of hours worked multiplied by the billing rates as stated in the contract. For fixed fee arrangements, the client is invoiced according to the agreed-upon schedule detailing the amount and timing of payments in the contract. Clients are typically billed monthly for services provided during that month, but can be billed on a more or less frequent basis as determined by the contract. If the time and expenses are worked/incurred and approved at the end of a fiscal period and the invoice has not yet been sent to the client, the amount is recorded as unbilled revenue once the Company verifies all other revenue recognition criteria have been met. | |
Revenues are recognized when the following criteria are met: (1) persuasive evidence of the customer arrangement exists; (2) fees are fixed and determinable; (3) delivery and acceptance have occurred; and (4) collectability is deemed probable. The Company's policy for revenue recognition in instances where multiple deliverables are sold contemporaneously to the same customer is in accordance with Financial Accounting Standards Board Accounting Standards Codification ("ASC") Subtopic 985-605, Software – Revenue Recognition, ASC Subtopic 605-25, Revenue Recognition – Multiple-Element Arrangements, and ASC Section 605-10-S99 (Staff Accounting Bulletin Topic 13, Revenue Recognition). Specifically, if the Company enters into contracts for the sale of services and software or hardware, then the Company evaluates whether each element should be accounted for separately by considering the following criteria: (1) whether the deliverables have value to the client on a stand-alone basis; and (2) whether delivery or performance of the undelivered item or items is considered probable and substantially in the control of the Company (only if the arrangement includes a general right of return related to the delivered item). Further, for sales of software and services, the Company also evaluates whether the services are essential to the functionality of the software and if it has fair value evidence for each deliverable. If the Company has concluded that the separation criteria are met, then it accounts for each deliverable in the transaction separately, based on the relevant revenue recognition policies. Generally, all deliverables of the Company's multiple element arrangements meet these criteria and are accounted for separately, with the arrangement consideration allocated among the deliverables using vendor-specific objective evidence of the selling price. As a result, the Company generally recognizes software and hardware sales upon delivery to the customer and services consistent with the policies described herein. | |
Further, delivery of software and hardware sales, when sold contemporaneously with services, can generally occur at varying times depending on the specific client project arrangement. Delivery of services generally occurs over a period of time consistent with the timeline as outlined in the client contract. | |
There are no significant cancellation or termination-type provisions for the Company's software and hardware sales. Contracts for professional services provide for a general right, to the client or the Company, to cancel or terminate the contract within a given period of time (generally 10 to 30 days' notice is required). The client is responsible for any time and expenses incurred up to the date of cancellation or termination of the contract. | |
The Company may provide multiple services under the terms of an arrangement and is required to assess whether one or more units of accounting are present. Service fees are typically accounted for as one unit of accounting, as fair value evidence for individual tasks or milestones is not available. The Company follows the guidelines discussed above in determining revenues; however, certain judgments and estimates are made and used to determine revenues recognized in any accounting period. If estimates are revised, material differences may result in the amount and timing of revenues recognized for a given period. | |
Revenues are presented net of taxes assessed by governmental authorities. Sales taxes are generally collected and subsequently remitted on all software and hardware sales and certain services transactions as appropriate. | |
StockBased_Compensation_Polici
Stock-Based Compensation (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | Stock-based compensation is accounted for in accordance with ASC Topic 718, Compensation – Stock Compensation ("ASC Topic 718"). Under this method, the Company recognizes share-based compensation ratably using the straight-line attribution method over the requisite service period. In addition, pursuant to ASC Topic 718, the Company is required to estimate the amount of expected forfeitures when calculating share-based compensation, instead of accounting for forfeitures as they occur. |
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Goodwill and Intangible Assets [Abstract] | |
Goodwill and Intangible Assets | Goodwill represents the excess purchase price over the fair value of net assets acquired, or net liabilities assumed, in a business combination. In accordance with ASC Topic 350, Intangibles – Goodwill and Other, the Company performs an annual impairment test of goodwill. The Company evaluates goodwill as of October 1 each year and more frequently if events or changes in circumstances indicate that goodwill might be impaired. |
Other intangible assets include customer relationships, non-compete arrangements, customer backlog, trade names, and internally developed software, which are being amortized over the assets' estimated useful lives using the straight-line method. Estimated useful lives range from nine months to ten years. Amortization of customer relationships, non-compete arrangements, customer backlog, trade names, and internally developed software is considered an operating expense and is included in "Amortization" in the accompanying Condensed Consolidated Statements of Operations (Unaudited). The Company periodically reviews the estimated useful lives of its identifiable intangible assets, taking into consideration any events or circumstances that might result in a lack of recoverability or revised useful life. | |
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Stock-Based Compensation [Abstract] | |||||||||
Summary Of Stock Option Activity | Stock option activity for the three months ended March 31, 2015 was as follows (shares in thousands): | ||||||||
Shares | Weighted-Average Exercise Price | ||||||||
Options outstanding at December 31, 2014 | 12 | $ | 7.48 | ||||||
Options exercised | (12 | ) | 7.48 | ||||||
Options canceled | - | - | |||||||
Options outstanding at March 31, 2015 | - | - | |||||||
Options vested at March 31, 2015 | - | $ | - | ||||||
Summary Of Restricted Stock Activity | Restricted stock activity for the three months ended March 31, 2015 was as follows (shares in thousands): | ||||||||
Shares | Weighted-Average Grant Date Fair Value | ||||||||
Restricted stock awards outstanding at December 31, 2014 | 1,506 | $ | 15.39 | ||||||
Awards granted | 342 | 19.85 | |||||||
Awards vested | (291 | ) | 14.56 | ||||||
Awards forfeited | (83 | ) | 14.4 | ||||||
Restricted stock awards outstanding at March 31, 2015 | 1,474 | $ | 16.59 | ||||||
Net_Income_Per_Share_Tables
Net Income Per Share (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Net Income Per Share [Abstract] | |||||||||
Schedule Of Basic And Diluted Net Income Per Share | The following table presents the calculation of basic and diluted net income per share (in thousands, except per share information): | ||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Net income | $ | 4,066 | $ | 3,045 | |||||
Basic: | |||||||||
Weighted-average shares of common stock outstanding | 33,046 | 30,729 | |||||||
Shares used in computing basic net income per share | 33,046 | 30,729 | |||||||
Effect of dilutive securities: | |||||||||
Stock options | 2 | 131 | |||||||
Restricted stock subject to vesting | 504 | 699 | |||||||
Shares issuable for acquisition consideration (1) | 612 | 1,069 | |||||||
Shares used in computing diluted net income per share | 34,164 | 32,628 | |||||||
Basic net income per share | $ | 0.12 | $ | 0.1 | |||||
Diluted net income per share | $ | 0.12 | $ | 0.09 | |||||
Anti-dilutive options and restricted stock not included in the calculation of diluted net income per share | 109 | - | |||||||
-1 | For the three months ended March 31, 2015, this represents the shares held in escrow pursuant to: (i) the Agreement and Plan of Merger with ForwardThink Group Inc. ("ForwardThink"); (ii) the Asset Purchase Agreement with BioPharm Systems, Inc.; (iii) the Asset Purchase Agreement with Trifecta Technologies, Inc. and Trifecta Technologies Canada, Limited; and (iv) the Asset Purchase Agreement with Zeon Solutions Incorporated and certain related entities (collectively, "Zeon") as part of the consideration. For the three months ended March 31, 2014, this represents the shares held in escrow pursuant to: (i) the Agreement and Plan of Merger with Northridge Systems, Inc.; (ii) the Asset Purchase Agreement with Nascent Systems, LP ; (iii) the Agreement and Plan of Merger with TriTek Solutions, Inc.; (iv) the Asset Purchase Agreement with Clear Task, Inc.; (v) the Asset Purchase Agreement with CoreMatrix Systems, LLC; and (vi) the Agreement and Plan of Merger with ForwardThink as part of the consideration. These shares were not included in the calculation of basic net income per share due to the uncertainty of their ultimate status. | ||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Commitments And Contingencies [Abstract] | |||||
Schedule Of Operating Lease Agreement | The Company leases office space and certain equipment under various operating lease agreements. The Company has the option to extend the term of certain lease agreements. Future minimum commitments under these lease agreements as of March 31, 2015 were as follows (in thousands): | ||||
Operating | |||||
Leases | |||||
2015 remaining | $ | 4,292 | |||
2016 | 5,554 | ||||
2017 | 4,716 | ||||
2018 | 3,244 | ||||
2019 | 2,705 | ||||
Thereafter | 4,220 | ||||
Total minimum lease payments | $ | 24,731 | |||
Balance_Sheet_Components_Table
Balance Sheet Components (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Balance Sheet Components [Abstract] | |||||||||
Components of Accounts Receivable | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
(in thousands) | |||||||||
Accounts receivable: | |||||||||
Accounts receivable | $ | 64,333 | $ | 82,994 | |||||
Unbilled revenues | 35,979 | 31,845 | |||||||
Allowance for doubtful accounts | (885 | ) | (911 | ) | |||||
Total | $ | 99,427 | $ | 113,928 | |||||
Components of Property And Equipment | Property and equipment: | ||||||||
Computer hardware (useful life of 3 years) | $ | 10,677 | $ | 10,221 | |||||
Furniture and fixtures (useful life of 5 years) | 2,869 | 2,442 | |||||||
Leasehold improvements (useful life of 5 years) | 2,332 | 2,075 | |||||||
Software (useful life of 1 to 7 years) | 7,134 | 6,828 | |||||||
Less: Accumulated depreciation | (14,676 | ) | (13,600 | ) | |||||
Total | $ | 8,336 | $ | 7,966 | |||||
Components of Other Current Liabilities | Other current liabilities: | ||||||||
Accrued variable compensation | $ | 6,467 | $ | 15,060 | |||||
Deferred revenue | 6,457 | 5,945 | |||||||
Payroll related costs | 1,730 | 1,614 | |||||||
Accrued subcontractor fees | 865 | 871 | |||||||
Accrued medical claims expense | 1,376 | 1,615 | |||||||
Acquired liabilities | 1,918 | 2,603 | |||||||
Estimated fair value of contingent consideration liability (1) | 2,325 | - | |||||||
Other current liabilities | 5,338 | 5,320 | |||||||
Total | $ | 26,476 | $ | 33,028 | |||||
(1) Represents the fair value estimate of additional earnings-based contingent consideration that may be realized by Zeon's selling shareholders 12 months after the Zeon acquisition. | |||||||||
Business_Combinations_Tables
Business Combinations (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Business Combinations [Abstract] | |||||||||
Supplementary Pro Forma Information For Business Combinations | These unaudited pro-forma results are presented in compliance with the adoption of Accounting Standards Update ("ASU") 2010-29, Business Combinations (Topic 805), Disclosure of Supplementary Pro Forma Information for Business Combinations, and are not necessarily indicative of the actual consolidated results of operations had the acquisitions actually occurred on January 1, 2014 or January 1, 2013 or of future results of operations of the consolidated entities (in thousands, except per share information): | ||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Revenues | $ | 110,598 | $ | 111,206 | |||||
Net income | $ | 4,367 | $ | 3,786 | |||||
Basic net income per share | $ | 0.13 | $ | 0.11 | |||||
Diluted net income per share | $ | 0.13 | $ | 0.11 | |||||
Shares used in computing basic net income per share | 33,675 | 32,998 | |||||||
Shares used in computing diluted net income per share | 34,181 | 34,132 | |||||||
ForwardThink [Member] | |||||||||
Business Combinations [Abstract] | |||||||||
Allocation of Total Purchase Price Consideration | The Company allocated the total purchase price consideration between tangible assets, identified intangible assets, liabilities, and goodwill as follows (in millions): | ||||||||
Acquired tangible assets | $ | 4.5 | |||||||
Acquired intangible assets | 18 | ||||||||
Liabilities assumed | (11.9 | ) | |||||||
Goodwill | 29.5 | ||||||||
Total purchase price | $ | 40.1 | |||||||
BioPharm [Member] | |||||||||
Business Combinations [Abstract] | |||||||||
Allocation of Total Purchase Price Consideration | The Company allocated the total purchase price consideration between tangible assets, identified intangible assets, liabilities, and goodwill as follows (in millions): | ||||||||
Acquired tangible assets | $ | 3.4 | |||||||
Acquired intangible assets | 8.4 | ||||||||
Liabilities assumed | (1.2 | ) | |||||||
Goodwill | 5.7 | ||||||||
Total purchase price | $ | 16.3 | |||||||
Trifecta [Member] | |||||||||
Business Combinations [Abstract] | |||||||||
Allocation of Total Purchase Price Consideration | The Company allocated the total purchase price consideration between tangible assets, identified intangible assets, liabilities, and goodwill as follows (in millions): | ||||||||
Acquired tangible assets | $ | 1.6 | |||||||
Acquired intangible assets | 5.2 | ||||||||
Liabilities assumed | (5.7 | ) | |||||||
Goodwill | 7.1 | ||||||||
Total cash purchase price | $ | 8.2 | |||||||
Zeon [Member] | |||||||||
Business Combinations [Abstract] | |||||||||
Allocation of Total Purchase Price Consideration | The Company has estimated the allocation of the total purchase price consideration between tangible assets, identified intangible assets, liabilities, and goodwill as follows (in millions): | ||||||||
Acquired tangible assets | $ | 9.9 | |||||||
Acquired intangible assets | 12.7 | ||||||||
Liabilities assumed | (3.4 | ) | |||||||
Goodwill | 16.7 | ||||||||
Total cash purchase price | $ | 35.9 | |||||||
Supplementary Pro Forma Information For Business Combinations | The amount of revenue and net income of Zeon in the Company's Condensed Consolidated Statements of Operations (Unaudited) from the acquisition date to March 31, 2015 are as follows (in thousands): | ||||||||
Acquisition Date to | |||||||||
31-Mar-15 | |||||||||
Revenues | $ | 7,201 | |||||||
Net income | $ | 674 | |||||||
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Tables) | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||
Goodwill and Intangible Assets [Abstract] | |||||||||||||||||||||||||
Changes in the Carrying Amount Of Goodwill | The changes in the carrying amount of goodwill for the three months ended March 31, 2015 are as follows (in thousands): | ||||||||||||||||||||||||
Balance at December 31, 2014 | $ | 236,130 | |||||||||||||||||||||||
Preliminary purchase price allocations for acquisitions (Note 7) | 16,698 | ||||||||||||||||||||||||
Effect of foreign currency adjustments and other | (9 | ) | |||||||||||||||||||||||
Balance at March 31, 2015 | $ | 252,819 | |||||||||||||||||||||||
Summary of Intangible Assets | The following table presents a summary of the Company's intangible assets that are subject to amortization (in thousands): | ||||||||||||||||||||||||
31-Mar-15 | 31-Dec-14 | ||||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||
Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | ||||||||||||||||||||
Amounts | Amounts | Amounts | Amounts | ||||||||||||||||||||||
Customer relationships | $ | 65,290 | $ | (18,770 | ) | $ | 46,520 | $ | 54,389 | $ | (16,595 | ) | $ | 37,794 | |||||||||||
Non-compete agreements | 1,573 | (882 | ) | 691 | 1,601 | (866 | ) | 735 | |||||||||||||||||
Customer backlog | 1,040 | (391 | ) | 649 | 2,341 | (2,265 | ) | 76 | |||||||||||||||||
Trade name | 88 | (36 | ) | 52 | 167 | (148 | ) | 19 | |||||||||||||||||
Internally developed software | 8,890 | (1,469 | ) | 7,421 | 8,897 | (1,416 | ) | 7,481 | |||||||||||||||||
Total | $ | 76,881 | $ | (21,548 | ) | $ | 55,333 | $ | 67,395 | $ | (21,290 | ) | $ | 46,105 | |||||||||||
Estimated Useful Lives of Identifiable Intangible Assets | The estimated useful lives of identifiable intangible assets are as follows: | ||||||||||||||||||||||||
Customer relationships | 3 – 10 years | ||||||||||||||||||||||||
Non-compete agreements | 3 – 5 years | ||||||||||||||||||||||||
Internally developed software | 1 – 7 years | ||||||||||||||||||||||||
Trade name | 1 year | ||||||||||||||||||||||||
Customer backlog | 9 – 11 months | ||||||||||||||||||||||||
Financial_Instruments_Tables
Financial Instruments (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Financial Instruments [Abstract] | |||||||||
Notional Amounts of Derivative Instruments Outstanding | The notional amounts of the Company's derivative instruments outstanding were as follows (in thousands): | ||||||||
31-Mar-15 | 31-Dec-14 | ||||||||
Derivatives not designated as hedges | |||||||||
Foreign exchange contracts | $ | 4,670 | $ | - | |||||
Total derivatives not designated as hedges | $ | 4,670 | $ | - |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2015 | |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Period of cancellation notice | 10 days |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Period of cancellation notice | 30 days |
StockBased_Compensation_Narrat
Stock-Based Compensation, Narrative (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock compensation | $3.50 | $3.20 |
Stock-based compensation cost recognized, retirement savings plan contributions | 0.6 | 0.5 |
Associated current and future income tax benefits recognized | 1.1 | 1 |
Total unrecognized compensation cost related to non-vested share-based awards | $20.80 | |
Unrecognized compensation cost, weighted-average period for recognition | 2 years | |
2012 Long Term Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Maximum number of shares authorized under plan (in shares) | 5 |
StockBased_Compensation_Summar
Stock-Based Compensation, Summary of Stock Option Activity (Details) (USD $) | 3 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 |
Stock-Based Compensation [Abstract] | |
Options outstanding at December 31, 2014 | 12 |
Options exercised (in shares) | -12 |
Options canceled (in shares) | 0 |
Options outstanding at March 31, 2015 | 0 |
Options vested at March 31, 2015 | 0 |
Options outstanding at December 31, 2014, Weighted-Average Exercise Price (in dollars per share) | $7.48 |
Options exercised, Weighted-Average Exercise Price (in dollars per share) | $7.48 |
Options canceled, Weighted-Average Exercise Price (in dollars per share) | $0 |
Options outstanding at March 31, 2015, Weighted-Average Exercise Price | $0 |
Options vested at March 31, 2015, Weighted-Average Exercise Price | $0 |
StockBased_Compensation_Summar1
Stock-Based Compensation, Summary of Restricted Stock Activity (Details) (USD $) | 3 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 |
Stock-Based Compensation [Abstract] | |
Restricted stock awards outstanding at December 31, 2014 | 1,506 |
Awards granted (in shares) | 342 |
Awards vested (in shares) | -291 |
Awards forfeited (in shares) | -83 |
Restricted stock awards outstanding at March 31, 2015 | 1,474 |
Restricted stock awards outstanding at December 31, 2014, Weighted-Average Grant Date Fair Value (in dollars per share) | $15.39 |
Awards granted, Weighted-Average Grant Date Fair Value (in dollars per share) | $19.85 |
Awards vested, Weighted-Average Grant Date Fair Value (in dollars per share) | $14.56 |
Awards forfeited, Weighted-Average Grant Date Fair Value (in dollars per share) | $14.40 |
Restricted stock awards outstanding at March 31, 2015, Weighted-Average Grant Date Fair Value | $16.59 |
Net_Income_Per_Share_Details
Net Income Per Share (Details) (USD $) | 3 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | ||
Net Income Per Share [Abstract] | ||||
Net income | $4,066 | $3,045 | ||
Weighted-average shares of common stock outstanding (in shares) | 33,046 | 30,729 | ||
Shares used in computing basic net income per share (in shares) | 33,046 | 30,729 | ||
Stock options (in shares) | 2 | 131 | ||
Restricted stock subject to vesting (in shares) | 504 | 699 | ||
Shares issuable for acquisition consideration (in shares) | 612 | [1] | 1,069 | [1] |
Shares used in computing diluted net income per share (in shares) | 34,164 | 32,628 | ||
Basic net income per share (in dollars per share) | $0.12 | $0.10 | ||
Diluted net income per share (in dollars per share) | $0.12 | $0.09 | ||
Anti-dilutive options and restricted stock not included in the calculation of diluted net income per share (in shares) | 109 | 0 | ||
[1] | For the three months ended March 31, 2015, this represents the shares held in escrow pursuant to: (i) the Agreement and Plan of Merger with ForwardThink Group Inc. ("ForwardThink"); (ii) the Asset Purchase Agreement with BioPharm Systems, Inc.; (iii) the Asset Purchase Agreement with Trifecta Technologies, Inc. and Trifecta Technologies Canada, Limited; and (iv) the Asset Purchase Agreement with Zeon Solutions Incorporated and certain related entities (collectively, "Zeon") as part of the consideration. For the three months ended March 31, 2014, this represents the shares held in escrow pursuant to: (i) the Agreement and Plan of Merger with Northridge Systems, Inc.; (ii) the Asset Purchase Agreement with Nascent Systems, LP ; (iii) the Agreement and Plan of Merger with TriTek Solutions, Inc.; (iv) the Asset Purchase Agreement with Clear Task, Inc.; (v) the Asset Purchase Agreement with CoreMatrix Systems, LLC; and (vi) the Agreement and Plan of Merger with ForwardThink as part of the consideration. These shares were not included in the calculation of basic net income per share due to the uncertainty of their ultimate status. |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Commitments And Contingencies [Abstract] | |
2015 remaining | $4,292 |
2016 | 5,554 |
2017 | 4,716 |
2018 | 3,244 |
2019 | 2,705 |
Thereafter | 4,220 |
Total minimum lease payments | $24,731 |
Balance_Sheet_Components_Compo
Balance Sheet Components, Components of Accounts Receivable (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Balance Sheet Components [Abstract] | ||
Accounts receivable | $64,333 | $82,994 |
Unbilled revenues | 35,979 | 31,845 |
Allowance for doubtful accounts | -885 | -911 |
Total | $99,427 | $113,928 |
Balance_Sheet_Components_Compo1
Balance Sheet Components, Components of Property and Equipment (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Less: Accumulated depreciation | ($14,676) | ($13,600) |
Total | 8,336 | 7,966 |
Computer Hardware [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 10,677 | 10,221 |
Useful life | 3 years | |
Furniture And Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 2,869 | 2,442 |
Useful life | 5 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 2,332 | 2,075 |
Useful life | 5 years | |
Software Costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $7,134 | $6,828 |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 1 year | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 7 years |
Balance_Sheet_Components_Compo2
Balance Sheet Components, Components of Other Current Liabilities (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | |
In Thousands, unless otherwise specified | |||
Balance Sheet Components [Abstract] | |||
Accrued variable compensation | $6,467 | $15,060 | |
Deferred revenues | 6,457 | 5,945 | |
Payroll related costs | 1,730 | 1,614 | |
Accrued subcontractor fees | 865 | 871 | |
Accrued medical claims expense | 1,376 | 1,615 | |
Acquired liabilities | 1,918 | 2,603 | |
Estimated fair value of contingent consideration liability | 2,325 | [1] | 0 |
Other current liabilities | 5,338 | 5,320 | |
Total | $26,476 | $33,028 | |
[1] | Represents the fair value estimate of additional earnings-based contingent consideration that may be realized by Zeon's selling shareholders 12 months after the Zeon acquisition. |
Business_Combinations_Details
Business Combinations (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2014 | ||
Business Acquisition [Line Items] | |||
Estimated fair value of contingent consideration liability | $2,325,000 | [1] | $0 |
Business Combination, period to realize additional earnings-based contingent consideration | 12 months | ||
ForwardThink [Member] | |||
Business Acquisition [Line Items] | |||
Date of acquisition | 10-Feb-14 | ||
Cash paid for acquisition | 26,900,000 | ||
Common stock issued | 13,200,000 | ||
Transaction costs | 1,300,000 | ||
Payments to Acquire Businesses, Gross | 26,900,000 | ||
Employee Service Share Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized - Cash Incentive Plan | 800,000 | ||
Employee Service Share Based Compensation Nonvested Awards Total Compensation Cost Period of Recognition Incentive Plan | 3 years | ||
Cost Of Acquired Entity Purchase Price | 40,100,000 | ||
ForwardThink [Member] | Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets estimated useful life | 11 months | ||
ForwardThink [Member] | Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets estimated useful life | 6 years | ||
BioPharm [Member] | |||
Business Acquisition [Line Items] | |||
Date of acquisition | 1-Apr-14 | ||
Cash paid for acquisition | 11,200,000 | ||
Common stock issued | 5,100,000 | ||
Transaction costs | 700,000 | ||
Payments to Acquire Businesses, Gross | 11,200,000 | ||
Cost Of Acquired Entity Purchase Price | 16,300,000 | ||
BioPharm [Member] | Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets estimated useful life | 9 months | ||
BioPharm [Member] | Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets estimated useful life | 10 years | ||
Trifecta [Member] | |||
Business Acquisition [Line Items] | |||
Date of acquisition | 7-May-14 | ||
Cash paid for acquisition | 8,200,000 | ||
Common stock issued | |||
Transaction costs | 600,000 | ||
Payments to Acquire Businesses, Gross | 8,200,000 | ||
Cost Of Acquired Entity Purchase Price | 13,600,000 | ||
Trifecta [Member] | Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets estimated useful life | 8 months | ||
Trifecta [Member] | Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets estimated useful life | 5 years | ||
Zeon [Member] | |||
Business Acquisition [Line Items] | |||
Date of acquisition | 2-Jan-15 | ||
Cash paid for acquisition | 22,300,000 | ||
Common stock issued | 11,400,000 | ||
Estimated fair value of contingent consideration liability | 2,200,000 | ||
Transaction costs | 900,000 | ||
Payments to Acquire Businesses, Gross | 22,300,000 | ||
Cost Of Acquired Entity Purchase Price | $35,900,000 | ||
Zeon [Member] | Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets estimated useful life | 9 months | ||
Zeon [Member] | Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets estimated useful life | 8 years | ||
[1] | Represents the fair value estimate of additional earnings-based contingent consideration that may be realized by Zeon's selling shareholders 12 months after the Zeon acquisition. |
Business_Combinations_Allocati
Business Combinations, Allocation of Total Purchase Price (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||
Goodwill | $252,819,000 | $236,130,000 |
ForwardThink [Member] | ||
Business Acquisition [Line Items] | ||
Acquired tangible assets | 4,500,000 | |
Acquired intangible assets | 18,000,000 | |
Liabilities assumed | -11,900,000 | |
Goodwill | 29,500,000 | |
Cost Of Acquired Entity Purchase Price | 40,100,000 | |
Payments to Acquire Businesses, Gross | 26,900,000 | |
BioPharm [Member] | ||
Business Acquisition [Line Items] | ||
Acquired tangible assets | 3,400,000 | |
Acquired intangible assets | 8,400,000 | |
Liabilities assumed | -1,200,000 | |
Goodwill | 5,700,000 | |
Cost Of Acquired Entity Purchase Price | 16,300,000 | |
Payments to Acquire Businesses, Gross | 11,200,000 | |
Trifecta [Member] | ||
Business Acquisition [Line Items] | ||
Acquired tangible assets | 1,600,000 | |
Acquired intangible assets | 5,200,000 | |
Liabilities assumed | -5,700,000 | |
Goodwill | 7,100,000 | |
Cost Of Acquired Entity Purchase Price | 13,600,000 | |
Payments to Acquire Businesses, Gross | 8,200,000 | |
Zeon [Member] | ||
Business Acquisition [Line Items] | ||
Acquired tangible assets | 9,900,000 | |
Acquired intangible assets | 12,700,000 | |
Liabilities assumed | -3,400,000 | |
Goodwill | 16,700,000 | |
Cost Of Acquired Entity Purchase Price | 35,900,000 | |
Payments to Acquire Businesses, Gross | $22,300,000 |
Business_Combinations_Schedule
Business Combinations, Schedule of Revenue and Income from Acquisition Date (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Business Combinations [Abstract] | |
Revenues | $7,201 |
Net income | $674 |
Business_Combinations_Pro_Form
Business Combinations, Pro Forma Information (Details) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Business Acquisition, Pro Forma Information [Abstract] | ||
Revenues | $110,598 | $111,206 |
Net income | $4,367 | $3,786 |
Basic net income per share | $0.13 | $0.11 |
Diluted net income per share | $0.13 | $0.11 |
Shares used in computing basic net income per share | 33,675 | 32,998 |
Shares used in computing diluted net income per share | 34,181 | 34,132 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets, Changes in the Carrying Amount of Goodwill (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Goodwill and Intangible Assets [Abstract] | |
Balance at December 31, 2014 | $236,130 |
Preliminary purchase price allocation | 16,698 |
Effect of foreign currency adjustments and other | -9 |
Balance at March 31, 2015 | $252,819 |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets, Summary of Intangible Assets (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amounts | $76,881 | $67,395 |
Accumulated Amortization | -21,548 | -21,290 |
Net Carrying Amounts | 55,333 | 46,105 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amounts | 65,290 | 54,389 |
Accumulated Amortization | -18,770 | -16,595 |
Net Carrying Amounts | 46,520 | 37,794 |
Non-Compete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amounts | 1,573 | 1,601 |
Accumulated Amortization | -882 | -866 |
Net Carrying Amounts | 691 | 735 |
Customer Backlog [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amounts | 1,040 | 2,341 |
Accumulated Amortization | -391 | -2,265 |
Net Carrying Amounts | 649 | 76 |
Trade Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amounts | 88 | 167 |
Accumulated Amortization | -36 | -148 |
Net Carrying Amounts | 52 | 19 |
Internally Developed Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amounts | 8,890 | 8,897 |
Accumulated Amortization | -1,469 | -1,416 |
Net Carrying Amounts | $7,421 | $7,481 |
Goodwill_and_Intangible_Assets5
Goodwill and Intangible Assets, Estimated Useful Lives of Identifiable Intangible Assets (Details) | 3 Months Ended |
Mar. 31, 2015 | |
Customer Relationships [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 3 years |
Customer Relationships [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 10 years |
Non-Compete Agreements [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 3 years |
Non-Compete Agreements [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 5 years |
Internally Developed Software [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 1 year |
Internally Developed Software [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 7 years |
Trade Name [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 1 year |
Customer Backlog [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 9 months |
Customer Backlog [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 11 months |
Line_of_Credit_Details
Line of Credit (Details) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | 7-May-14 |
Line of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $125 | $90 | |
Line of Credit Facility Maximum Borrowing Capacity Increase | 35 | 15 | |
Line of credit facility, commitment increase | 50 | 25 | |
Line of credit facility, allowable issuance amount of letters of credit | 10 | ||
Letters of credit outstanding | 0.2 | ||
Credit agreement, final maturity date | 31-Jul-17 | ||
Line of credit, interest rate at period end (in hundredths) | 0.18% | ||
Line of credit facility, percentage of annual commitment fee on unused capacity (in hundredths) | 0.20% | ||
Unused portion of line of credit | $57.30 | ||
Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of credit, margin interest rate percentage (in hundredths) | 2.00% | ||
Ratio of EBITDA plus stock compensation and minus income taxes paid and capital expenditures to interest expense and scheduled payments due for borrowings | 1 | ||
Ratio of current maturities of long-term debt to EBITDA plus stock compensation and minus income taxes paid and capital expenditures | 1 | ||
Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of credit, margin interest rate percentage (in hundredths) | 2.50% | ||
Ratio of EBITDA plus stock compensation and minus income taxes paid and capital expenditures to interest expense and scheduled payments due for borrowings | 2 | ||
Ratio of current maturities of long-term debt to EBITDA plus stock compensation and minus income taxes paid and capital expenditures | 2.75 | ||
Silicon Valley Bank [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of credit, interest rate at period end (in hundredths) | 4.00% | ||
Silicon Valley Bank [Member] | Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of credit, margin interest rate percentage (in hundredths) | 0.00% | ||
Silicon Valley Bank [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of credit, margin interest rate percentage (in hundredths) | 0.50% |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Taxes [Abstract] | ||
Unrecognized tax benefits | $0.60 | |
Effective tax rate (in hundredths) | 34.60% | 42.30% |
Federal statutory rate (in hundredths) | 35.00% | |
Percentage of non-deductible meals and entertainment expenses (in hundredths) | 50.00% | |
Net current deferred tax asset | 0.4 | |
Net non-current deferred tax liability | $6.50 |
Financial_Instruments_Details
Financial Instruments (Details) (Not Designated as Hedging Instrument [Member], USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Notional Disclosures [Abstract] | |||
Notional amount | $4,670 | $0 | |
Foreign Currency Forward [Member] | |||
Notional Disclosures [Abstract] | |||
Gain (loss) on derivative, net | -200 | 0 | |
Notional amount | $4,670 | $0 |