Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 15, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Entity Incorporation, State or Country Code | DE | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-15169 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2021 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | PERFICIENT, INC. | ||
Entity Central Index Key | 0001085869 | ||
Title of 12(b) Security | Common Stock, $0.001 par value | ||
Trading Symbol | PRFT | ||
Security Exchange Name | NASDAQ | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 2,592,196,635 | ||
Entity Common Stock, Shares Outstanding | 34,571,494 | ||
Entity Address, Address Line One | 555 Maryville University Drive | ||
Entity Address, Address Line Two | Suite 600 | ||
Entity Address, City or Town | Saint Louis | ||
Entity Address, State or Province | MO | ||
Entity Address, Postal Zip Code | 63141 | ||
City Area Code | 314 | ||
Local Phone Number | 529-3600 | ||
Entity Tax Identification Number | 74-2853258 | ||
ICFR Auditor Attestation Flag | true |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Auditor Information [Abstract] | |
Auditor Name | KPMG, LLP |
Auditor Location | St. Louis, MO |
Auditor Firm ID | 185 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 24,410 | $ 83,204 |
Accounts receivable, net | 177,602 | 133,085 |
Prepaid expenses | 5,400 | 5,575 |
Other current assets | 7,296 | 4,646 |
Total current assets | 214,708 | 226,510 |
Property and equipment, net | 14,747 | 11,902 |
ROU asset | 33,353 | 38,539 |
Goodwill | 515,229 | 427,928 |
Intangible assets, net | 81,277 | 63,571 |
Other non-current assets | 23,258 | 17,311 |
Total assets | 882,572 | 785,761 |
Current liabilities: | ||
Accounts payable | 26,074 | 25,613 |
Other current liabilities | 93,877 | 103,267 |
Total current liabilities | 119,951 | 128,880 |
Long-term debt, net | 326,126 | 183,624 |
Operating lease liabilities | 23,898 | 29,098 |
Other non-current liabilities | 47,832 | 50,081 |
Total liabilities | 517,807 | 391,683 |
Commitments and contingencies (see Note 17) | ||
Stockholders’ equity: | ||
Preferred stock (par value $0.001 per share; 8,000,000 authorized; no shares issued or outstanding as of December 31, 2021 and December 31, 2020) | 0 | 0 |
Common stock (par value $0.001 per share; 100,000,000 authorized; 52,534,967 shares issued and 33,881,196 shares outstanding as of December 31, 2021; 50,296,453 shares issued and 32,074,094 shares outstanding as of December 31, 2020) | 53 | 50 |
Additional paid-in capital | 423,235 | 459,866 |
Accumulated other comprehensive (loss) income | (5,843) | 3,746 |
Treasury stock, at cost (18,653,771 shares as of December 31, 2021; 18,222,359 shares as of December 31, 2020) | (324,412) | (289,225) |
Retained earnings | 271,732 | 219,641 |
Total stockholders’ equity | 364,765 | 394,078 |
Total liabilities and stockholders’ equity | $ 882,572 | $ 785,761 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 8,000,000 | 8,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 52,534,967 | 50,296,453 |
Common stock, shares outstanding | 33,881,196 | 32,074,094 |
Treasury stock, shares | 18,653,771 | 18,222,359 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | |||
Revenues | $ 761,027 | $ 612,133 | $ 565,527 |
Total cost of revenues (cost of services, exclusive of depreciation and amortization, shown separately below) | 468,813 | 380,723 | 354,213 |
Selling, general, and administrative | 152,419 | 134,675 | 134,187 |
Depreciation | 6,398 | 5,430 | 4,447 |
Amortization | 23,453 | 22,857 | 16,151 |
Acquisition costs | 3,814 | 3,675 | 896 |
Adjustment to fair value of contingent consideration | 198 | 9,519 | 301 |
Income from operations | 105,932 | 55,254 | 55,332 |
Net interest expense | 14,052 | 10,128 | 7,418 |
Loss on extinguishment of debt | 28,996 | 4,537 | 0 |
Net other expense (income) | 401 | 260 | (27) |
Income before income taxes | 62,483 | 40,329 | 47,941 |
Income tax provision | 10,392 | 10,148 | 10,816 |
Net income | $ 52,091 | $ 30,181 | $ 37,125 |
Basic net income per share (in dollars per share) | $ 1.62 | $ 0.95 | $ 1.18 |
Diluted net income per share (in dollars per share | $ 1.50 | $ 0.93 | $ 1.15 |
Shares used in computing basic net income per share (in shares) | 32,202 | 31,793 | 31,344 |
Shares used in computing diluted net income per share (in shares) | 34,670 | 32,516 | 32,243 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 52,091 | $ 30,181 | $ 37,125 |
Other comprehensive (loss) income, net of reclassification adjustments and income taxes | |||
Foreign benefit plan, net of tax | (188) | (149) | (71) |
Foreign currency translation adjustment, net of tax | (9,401) | 6,545 | 9 |
Comprehensive income | $ 42,502 | $ 36,577 | $ 37,063 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Additional Paid-in CapitalConvertible Senior Notes Due 2023 | Additional Paid-in CapitalConvertible Senior Notes Due 2025 | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Retained Earnings | Retained EarningsCumulative Effect, Period of Adoption, Adjustment [Member] |
Balance at Dec. 31, 2018 | $ 48 | $ 437,250 | $ (2,588) | $ (233,676) | $ 152,650 | ||||
Balance (in shares) at Dec. 31, 2018 | 31,771,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Proceeds from the sales of stock through the Employee Stock Purchase Plan | 178 | ||||||||
Proceeds from the sales of stock through the Employee Stock Purchase Plan (in shares) | 6,000 | ||||||||
Stock compensation related to restricted stock vesting and retirement savings plan contributions | $ 1 | 16,581 | |||||||
Stock compensation related to restricted stock vesting and retirement savings plan contributions (in shares) | 783,000 | ||||||||
Purchases of treasury stock and buyback of shares for taxes | (27,948) | ||||||||
Purchases of treasury stock and buyback of shares for taxes (in shares) | (927,000) | ||||||||
Surrender of stock in conjunction with net working capital settlement (in shares) | 0 | ||||||||
Issuance of stock in conjunction with acquisitions including stock attributed to future compensation (in shares) | 54,000 | ||||||||
Issuance of stock in conjunction with acquisitions including stock attributed to future compensation | 1,456 | ||||||||
Equity component of convertible notes, net of tax | $ 0 | $ 0 | |||||||
Proceeds from sale of hedges related to repurchase of convertible notes | 0 | ||||||||
Purchases of warrants related to repurchase of convertible notes | 0 | ||||||||
Shares issued upon extinguishment of 2025 convertible notes | 0 | ||||||||
Debt issuance costs of convertible notes allocated to equity, net of tax | 0 | ||||||||
Purchase of hedges related to issuance of convertible notes, net of tax | 0 | ||||||||
Proceeds from issuance of warrants related to issuance of convertible notes | 0 | ||||||||
Net income | $ 37,125 | 37,125 | |||||||
Foreign benefit plan, net of tax | (71) | 71 | |||||||
Foreign currency translation adjustment, net of tax | 9 | 9 | |||||||
Balance at Dec. 31, 2019 | 381,015 | $ 49 | 455,465 | (2,650) | (261,624) | 189,775 | $ 0 | ||
Balance (in shares) at Dec. 31, 2019 | 31,687,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Proceeds from the sales of stock through the Employee Stock Purchase Plan | 310 | ||||||||
Proceeds from the sales of stock through the Employee Stock Purchase Plan (in shares) | 9,000 | ||||||||
Stock compensation related to restricted stock vesting and retirement savings plan contributions | $ 1 | 18,514 | |||||||
Stock compensation related to restricted stock vesting and retirement savings plan contributions (in shares) | 678,000 | ||||||||
Purchases of treasury stock and buyback of shares for taxes | (27,601) | ||||||||
Purchases of treasury stock and buyback of shares for taxes (in shares) | (637,000) | ||||||||
Surrender of stock in conjunction with net working capital settlement (in shares) | 0 | ||||||||
Issuance of stock in conjunction with acquisitions including stock attributed to future compensation (in shares) | 337,000 | ||||||||
Issuance of stock in conjunction with acquisitions including stock attributed to future compensation | 10,184 | ||||||||
Equity component of convertible notes, net of tax | (52,711) | 36,386 | |||||||
Proceeds from sale of hedges related to repurchase of convertible notes | 50,062 | ||||||||
Purchases of warrants related to repurchase of convertible notes | (43,028) | ||||||||
Shares issued upon extinguishment of 2025 convertible notes | 0 | ||||||||
Debt issuance costs of convertible notes allocated to equity, net of tax | 1,147 | ||||||||
Purchase of hedges related to issuance of convertible notes, net of tax | 36,387 | ||||||||
Proceeds from issuance of warrants related to issuance of convertible notes | 22,218 | ||||||||
Net income | 30,181 | 30,181 | |||||||
Foreign benefit plan, net of tax | (149) | 149 | |||||||
Foreign currency translation adjustment, net of tax | 6,545 | 6,545 | |||||||
Balance at Dec. 31, 2020 | $ 394,078 | $ 50 | 459,866 | 3,746 | (289,225) | 219,641 | (315) | ||
Balance (in shares) at Dec. 31, 2020 | 32,074,094 | 32,074,000 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Proceeds from the sales of stock through the Employee Stock Purchase Plan | 631 | ||||||||
Proceeds from the sales of stock through the Employee Stock Purchase Plan (in shares) | 9,000 | ||||||||
Stock compensation related to restricted stock vesting and retirement savings plan contributions | $ 3 | 20,401 | |||||||
Stock compensation related to restricted stock vesting and retirement savings plan contributions (in shares) | 522,000 | ||||||||
Purchases of treasury stock and buyback of shares for taxes | (35,187) | ||||||||
Purchases of treasury stock and buyback of shares for taxes (in shares) | (431,000) | ||||||||
Surrender of stock in conjunction with net working capital settlement (in shares) | (1,640,000) | ||||||||
Issuance of stock in conjunction with acquisitions including stock attributed to future compensation (in shares) | 67,000 | ||||||||
Issuance of stock in conjunction with acquisitions including stock attributed to future compensation | 6,822 | ||||||||
Equity component of convertible notes, net of tax | (407,084) | $ 49,332 | |||||||
Proceeds from sale of hedges related to repurchase of convertible notes | 381,290 | ||||||||
Purchases of warrants related to repurchase of convertible notes | $ (303,896) | ||||||||
Shares issued upon extinguishment of 2025 convertible notes | 243,167 | ||||||||
Debt issuance costs of convertible notes allocated to equity, net of tax | 1,394 | ||||||||
Purchase of hedges related to issuance of convertible notes, net of tax | 49,308 | ||||||||
Proceeds from issuance of warrants related to issuance of convertible notes | 23,408 | ||||||||
Net income | $ 52,091 | 52,091 | |||||||
Foreign benefit plan, net of tax | (188) | 188 | |||||||
Foreign currency translation adjustment, net of tax | (9,401) | (9,401) | |||||||
Balance at Dec. 31, 2021 | $ 364,765 | $ 53 | $ 423,235 | $ (5,843) | $ (324,412) | $ 271,732 | $ 0 | ||
Balance (in shares) at Dec. 31, 2021 | 33,881,196 | 33,881,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
OPERATING ACTIVITIES | |||
Net income | $ 52,091 | $ 30,181 | $ 37,125 |
Adjustments to reconcile net income to net cash provided by operations: | |||
Depreciation | 6,398 | 5,430 | 4,447 |
Amortization | 23,453 | 22,857 | 16,151 |
Loss on extinguishment of debt | 28,996 | 4,537 | 0 |
Deferred income taxes | (12,662) | (1,588) | 2,041 |
Non-cash stock compensation and retirement savings plan contributions | 21,554 | 19,146 | 17,425 |
Amortization of debt issuance costs and discounts | 11,014 | 6,855 | 4,667 |
Adjustment to fair value of contingent consideration for purchase of business | 198 | 9,519 | 301 |
Changes in operating assets and liabilities, net of acquisitions: | |||
Accounts receivable | (34,451) | 8,237 | (3,402) |
Other assets | (3,475) | 1,821 | (7,677) |
Accounts payable | 56 | 861 | (1,356) |
Other liabilities | (8,256) | 10,104 | 8,243 |
Net cash provided by operating activities | 84,916 | 117,960 | 77,965 |
INVESTING ACTIVITIES | |||
Purchase of property and equipment | (9,244) | (5,266) | (8,082) |
Capitalization of internally developed software costs | (960) | (1,465) | (1,174) |
Purchase of businesses, net of cash acquired | (108,848) | (91,883) | (11,143) |
Net cash used in investing activities | (119,052) | (98,614) | (20,399) |
FINANCING ACTIVITIES | |||
Proceeds from issuance of convertible notes | 380,000 | 230,000 | 0 |
Payment for convertible notes issuance costs | (10,540) | (7,253) | 0 |
Purchase of hedges related to issuance of convertible notes | (66,120) | (48,944) | 0 |
Proceeds from issuance of warrants related to issuance of convertible notes | 23,408 | 22,218 | 0 |
Payments for repurchase of convertible notes | (368,664) | (180,420) | 0 |
Proceeds from sale of hedges related to repurchase of convertible notes | 381,290 | 50,062 | 0 |
Repurchase of warrants related to repurchase of convertible notes | (303,896) | (43,028) | 0 |
Payment for credit facility financing fees | (633) | 0 | 0 |
Proceeds from line of credit | 74,000 | 28,000 | 0 |
Payments on line of credit | (74,000) | (28,000) | 0 |
Payment of contingent consideration for purchase of business | (24,128) | (2,820) | (4,281) |
Proceeds from the sale of stock through the Employee Stock Purchase Plan | 631 | 310 | 178 |
Purchases of treasury stock | (21,724) | (19,573) | (20,612) |
Remittance of taxes withheld as part of a net share settlement of restricted stock vesting | (13,463) | (8,028) | (7,336) |
Net cash used in financing activities | (23,839) | (7,476) | (32,051) |
Effect of exchange rate on cash and cash equivalents | (819) | 606 | 229 |
Change in cash and cash equivalents | (58,794) | 12,476 | 25,744 |
Cash and cash equivalents at beginning of period | 83,204 | 70,728 | 44,984 |
Cash and cash equivalents at end of period | 24,410 | 83,204 | 70,728 |
Supplemental disclosures: | |||
Cash paid for income taxes | 16,122 | 5,256 | 7,405 |
Cash paid for interest | 3,988 | 3,411 | 3,674 |
Non-cash activities: | |||
Stock issued for purchase of businesses | 6,244 | 8,729 | 1,294 |
Issuance of shares for repurchase of convertible notes | 243,167 | 0 | 0 |
Liability incurred for purchase of property and equipment | $ 144 | $ 503 | $ 1,851 |
Description of Business and Pri
Description of Business and Principles of Consolidation | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Principles of Consolidation | Description of Business and Principles of Consolidation Perficient, Inc. (the “Company”) is a global digital consultancy. Perficient’s work enables clients, primarily focused in North America, to deliver experiences that surpass customer expectations; become more human-centered, authentic, and trusted; innovate through digital technologies; outpace competition; grow and strengthen relationships with customers, suppliers, and partners; and reduce costs. Through December 31, 2021, the Company had not experienced a material impact to its business, operations or financial results as a result of the novel coronavirus (COVID-19) pandemic. However, the Company’s operating results for the year ended December 31, 2021 are not necessarily indicative of future results, particularly in light of the COVID-19 pandemic and its continuing effects on domestic and global economies. To limit the spread of COVID-19, governments have imposed, and may continue to impose, among other things, travel and business operation restrictions and stay-at-home orders and social distancing guidelines, causing some businesses to adjust, reduce or suspend operating activities. While certain of these restrictions and guidelines have been lifted or relaxed, they may be reinstituted in response to continuing effects of the pandemic, including as a result of emerging variants. These disruptions and restrictions could adversely affect our operating results due to, among other things, reduced demand for our services and solutions, requests for discounts or extended payment terms, or customer bankruptcies. The Company is incorporated in Delaware. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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 The Company recognizes revenues in accordance with Accounting Standards Codification (“ASC”) Topic 606 , Revenue from Contracts with Customers. See Note 3, Revenues, for information regarding the Company’s revenue recognition accounting policies. Allowance for Credit Losses As of January 1, 2020, the Company estimates its allowance for credit losses in accordance with ASC Topic 326, Financial Instruments - Credit Losses . See Note 8, Allowance for Credit Losses , for information regarding the Company’s accounting policies related to the allowance for credit losses. Stock-Based Compensation Stock-based compensation is accounted for in accordance with ASC Topic 718, Compensation – Stock Compensation . Under this guidance, the Company recognizes share-based compensation ratably using the straight-line attribution method over the requisite service period, which is generally three years. The fair value of restricted stock awards is based on the value of the Company’s common stock on the date of the grant. Income Taxes The Company accounts for income taxes in accordance with ASC Subtopic 740-10, Income Taxes (“ASC Subtopic 740-10”) , and ASC Section 740-10-25, Income Taxes – Recognition (“ASC Section 740-10-25”). ASC Subtopic 740-10 prescribes the use of the asset and liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are subject to tests of recoverability. A valuation allowance is provided for such deferred tax assets to the extent realization is not judged to be more likely than not. ASC Section 740-10-25 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Section 740-10-25 also provides guidance on derecognition, classification, treatment of interest and penalties, and disclosure of such positions. Cash and Cash Equivalents Cash and cash equivalents consist of all cash balances and liquid investments with original maturities of three months or less. Property and Equipment Property and equipment are recorded at cost. Depreciation of property and equipment is computed using the straight-line method over the useful lives of the assets (generally one 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 (“ASC Topic 350”), the Company performs an annual impairment review in the fourth quarter and more frequently if events or changes in circumstances indicate that goodwill might be impaired. The Company has one reporting unit for purposes of the goodwill impairment review. ASC Topic 350 permits an assessment of qualitative factors to determine whether it is more likely than not that the fair value is less than the carrying amount of the Company before applying the quantitative goodwill impairment test. If it is more likely than not that the fair value is less than the carrying amount of the Company, the quantitative goodwill impairment test will be conducted to detect and measure any impairment. Based upon the Company’s qualitative assessment, it is more likely than not that the fair value of the Company is greater than its carrying amount. No impairment charges were recorded for 2021, 2020 or 2019. Other intangible assets include customer relationships, non-compete arrangements, trade names, customer backlog, and developed software, which are being amortized over the assets’ estimated useful lives using the straight-line method. Estimated useful lives range from one year to 10 years. Amortization of customer relationships, non-compete arrangements, trade names, customer backlog, and developed software is considered an operating expense and is included in “Amortization” in the accompanying Consolidated Statements of Operations. 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. Other intangible assets are evaluated for impairment upon the occurrence of events or changes in circumstances indicating that the carrying amount of an asset may not be recoverable. No impairment of intangible assets or other long-lived assets was recorded for 2021, 2020 or 2019. Purchase Accounting and Related Fair Value Measurements The Company allocates the purchase price, including contingent consideration, of its acquisitions to the assets and liabilities acquired, including identifiable intangible assets, based on their respective fair values at the date of acquisition. Such fair market value assessments are primarily based on third-party valuations using assumptions developed by management that require significant judgments and estimates that can change materially as additional information becomes available. The purchase price allocated to intangibles is based on unobservable factors, including but not limited to, projected revenues, expenses, customer attrition rates, royalty rates, and weighted average cost of capital, among others. The weighted average cost of capital uses a market participant’s cost of equity and after-tax cost of debt and reflects the risks inherent in the cash flows. The approach to valuing the initial contingent consideration associated with the purchase price also uses similar unobservable factors such as projected revenues and expenses over the term of the contingent earn-out period, discounted for the period over which the initial contingent consideration is measured, and volatility rates. Based upon these assumptions, the contingent consideration is then valued using a Monte Carlo simulation. The Company finalizes the purchase price allocation once certain initial accounting valuation estimates are finalized, and no later than 12 months following the acquisition date. Financial Instruments Cash equivalents, accounts receivable, accounts payable, and other accrued liabilities are stated at amounts which approximate fair value due to the near term maturities of these instruments. The Company’s long-term debt balance related to its 2.375% Convertible Senior Notes Due 2023 (“2023 Notes”), 1.250% Convertible Senior Notes Due 2025 (“2025 Notes”), and 0.125% Convertible Senior Notes Due 2026 (“2026 Notes”) are carried at their principal amount less unamortized debt discount and issuance costs, and are not carried at fair value at each period end. See Note 12, Long-Term Debt, for information regarding the Company’s convertible debt accounting policies. The Company, when deemed appropriate, uses derivatives as a risk management tool to mitigate the potential impact of foreign currency exchange rate risk. Both the gain or loss on 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. All derivatives are carried at fair value in the consolidated balance sheets. See Note 14, Derivatives , for additional information regarding the Company’s derivative financial instruments. Treasury Stock The Company uses the cost method to account for repurchases of its own stock. Segment and Geographic Information The Company operates as one reportable operating segment according to ASC Topic 280, Segment Reporting , which establishes standards for the way that business enterprises report information about operating segments. The chief operating decision maker formulates decisions about how to allocate resources and assess performance based on consolidated financial results. During each of the years ended December 31, 2021, 2020 and 2019, approximately 97%, 98%, and 98% of the Company’s revenues were derived from clients in the United States. As of December 31, 2021 and 2020, 33% and 20%, respectively, of the Company’s non-current assets were located outside the United States, the majority of which were comprised of goodwill and other intangible assets from acquisitions outside of the United States. Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases , which supersedes ASC Topic 840, Leases, and creates a new topic, ASC Topic 842, Leases . During the year end December 31, 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases , ASU 2018-11, Leases – Targeted Improvement , and ASU 2018-20, Leases (Topic 842): Narrow Scope Improvements for Lessors which further amended ASU No. 2016-02. These updates require lessees to recognize lease liabilities and right of use (“ROU”) assets for all leases, including operating leases, with a term greater than 12 months on its balance sheet. The Company adopted ASC Topic 842 as of January 1, 2019 using the modified retrospective transition method provided by ASU No. 2018-11. The Company elected the package of practical expedients granted by ASU No. 2016-2 and did not reassess whether existing contracts contained a lease, the classification of existing leases, and unamortized indirect costs as of January 1, 2019. The Company also elected the practical expedient related to the combination of lease and non-lease components and included fixed payments related to common area maintenance expense for the Company’s office leases in the measurement of the Company’s ROU assets and lease liabilities. There was no impact on net income, cash flows or net assets as a result of adoption. Refer to Note 16, Leases , for additional disclosures resulting from the adoption of ASU No. 2016-02 and its amendments. In June 2016, the FASB issued ASU No. 2016-13, which amended the guidance of ASC Topic 326, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU No. 2016-13 requires the immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, including trade receivables. The Company adopted this ASU on January 1, 2020 using a modified retrospective approach, which allows the impact of adoption to be recorded through a cumulative effect adjustment to retained earnings without restating comparative periods. The cumulative effect adjustment for adoption of ASU No. 2016-13 resulted in a decrease of $0.4 million in Accounts receivable, net, and a decrease of $0.3 million in Retained earnings, net of tax, as of January 1, 2020. Refer to Note 8, Allowance for Credit Losses , for additional disclosures resulting from the adoption of ASU No. 2016-13. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) , which simplifies the accounting for convertible instruments. The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments, requiring bifurcation only if the convertible debt feature qualifies as a derivative or for convertible debt issued at a substantial premium. The ASU removes certain settlement conditions required for equity contracts to qualify for the derivative scope exception, permitting more contracts to qualify for the exception. In addition, the guidance eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. The ASU is effective for annual reporting periods beginning after December 15, 2021, including interim reporting periods within those annual periods, with early adoption permitted no earlier than the fiscal year beginning after December 15, 2020. The ASU allows entities to use a modified or full retrospective transition method. Under the modified approach, entities will apply the guidance to all financial instruments that are outstanding as of the beginning of the year of adoption with the cumulative effect recognized as an adjustment to the opening balance of retained earnings. Under the full retrospective method, entities will apply the guidance to all outstanding financial instruments for each prior reporting period presented. The Company adopted this ASU on January 1, 2022 under the modified retrospective method of transition. Upon adoption, the Company expects to initially record a $2.1 million cumulative-effect adjustment to the opening balance of retained earnings on the consolidated balance sheet, largely due to the reduction in non-cash interest expense associated with the historical separation of debt and equity components for the Notes. The Company also expects an increase to long-term debt, net of $66.2 million, a net change in the deferred tax balance of $16.8 million, and a decrease to additional paid-in capital of $51.5 million due to no longer separating the embedded conversion feature of the Notes. Upon adoption, the Company expects interest expense recognized will be reduced as a result of accounting for the convertible debt instrument as a single liability measured at its amortized cost. The Company does not expect this adoption to have a material impact on the consolidated statement of cash flows. Upon adoption, the Company will prospectively utilize the if-converted method to calculate the impact of convertible instruments on diluted earnings per share. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Subtopic 805) , which requires an acquirer to recognize and measure contract assets and liabilities acquired in a business combination in accordance with Revenue from Contracts with Customers (Topic 606) rather than adjust them to fair value at the acquisition date. The Company will adopt this ASU on January 1, 2023. The Company is current evaluating the related impact of the new guidance on its financial statements. |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues The Company’s revenues consist of services and software and hardware sales. In accordance with ASC Topic 606, revenues are recognized when control of services or goods are transferred to clients, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services or goods. Services Revenues Services revenues are primarily comprised of professional services that include developing, implementing, automating and extending business processes, technology infrastructure, and software applications. The Company’s professional services span multiple industries, platforms and solutions; however, the Company has remained relatively diversified and does not believe that it has significant revenue concentration within any single industry, platform or solution. Professional services revenues are recognized over time as services are rendered. Most projects are performed on a time and materials basis, while a portion of revenues is derived from projects performed on a fixed fee or fixed fee percent complete basis. For time and material contracts, revenues are generally recognized and invoiced by multiplying the number of hours expended in the performance of the contract by the hourly rates. For fixed fee contracts, revenues are generally recognized and invoiced by multiplying the fixed rate per time period established in the contract by the number of time periods elapsed. For fixed fee percent complete contracts, revenues are generally recognized using an input method based on the ratio of hours expended to total estimated hours, and 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 is worked 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 revenue once the Company verifies all other revenue recognition criteria have been met, and the amount is classified as a receivable as the right to consideration is unconditional at that point. Amounts invoiced in excess of revenues recognized are contract liabilities, which are classified as deferred revenues in the Consolidated Balance Sheet. The term between invoicing and payment due date is not significant. 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. Certain contracts may include volume discounts or holdbacks, which are accounted for as variable consideration, but are not typically significant. The Company estimates variable consideration based on historical experience and forecasted sales and includes the variable consideration in the transaction price. Other services revenues are comprised of hosting fees, partner referral fees, maintenance agreements, training and internally developed software-as-a-service (“SaaS”) sales. Revenues from hosting fees, maintenance agreements, training and internally developed SaaS sales are generally recognized over time using a time-based measure of progress as services are rendered. Partner referral fees are recorded at a point in time upon meeting specified requirements to earn the respective fee. On many professional service projects, the Company is also reimbursed for out-of-pocket expenses including travel and other project-related expenses. These reimbursements are included as a component of the transaction price of the respective professional services contract and are invoiced as the expenses are incurred. The Company structures its professional services arrangements to recover the cost of reimbursable expenses without a markup. Software and Hardware Revenues Software and hardware revenues are comprised of third-party software and hardware resales, in which the Company is considered the agent, and sales of internally developed software, in which the Company is considered the principal. Third-party software and hardware revenues are recognized and invoiced when the Company fulfills its obligation to arrange the sale, which occurs when the purchase order with the vendor is executed and the customer has access to the software or the hardware has been shipped to the customer. Internally developed software revenues are recognized and invoiced when control is transferred to the customer, which occurs when the software has been made available to the customer and the license term has commenced. Revenues from third-party software and hardware sales are recorded on a net basis, while revenues from internally developed software sales are recorded on a gross basis. There are no significant cancellation or termination-type provisions for the Company’s software and hardware sales, and the term between invoicing and payment due date is not significant. 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. Arrangements with Multiple Performance Obligations Arrangements with clients may contain multiple promises such as delivery of software, hardware, professional services or post-contract support services. These promises are accounted for as separate performance obligations if they are distinct. For arrangements with clients that contain multiple performance obligations, the transaction price is allocated to the separate performance obligations based on estimated relative standalone selling price, which is estimated by the expected cost plus a margin approach, taking into consideration market conditions and competitive factors. Because contracts that contain multiple performance obligations are typically short term due to the contract cancellation provisions, the allocation of the transaction price to the separate performance obligations is not considered a significant estimate. Contract Costs In accordance with the terms of the Company’s sales commission plan, commissions are not earned until the related revenue is recognized. Therefore, sales commissions are expensed as they are earned. Certain sales incentives are accrued based on achievement of specified bookings goals. For these incentives, the Company applies the practical expedient that allows the Company to expense the incentives as incurred, since the amortization period would have been one year or less. Deferred Revenue The Company’s deferred revenue balance as of December 31, 2021 and 2020 was $8.2 million and $9.4 million, respectively. Substantially all of the December 31, 2020 deferred revenue balance was recognized in revenue during the year ended December 31, 2021. Transaction Price Allocated to Remaining Performance Obligations Due to the ability of 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 majority of the Company’s contracts have a term of less than one year. The Company does not disclose the value of unsatisfied performance obligations for contracts with an original maturity date of one year or less or time and materials contracts for which the Company has the right to invoice for services performed. Revenue related to unsatisfied performance obligations for remaining contracts as of December 31, 2021 was immaterial. Disaggregation of Revenue The following tables present revenue disaggregated by revenue source and pattern of revenue recognition (in thousands): Year Ended December 31, 2021 Over Time Point In Time Total Revenues Time and materials contracts $ 577,674 $ — $ 577,674 Fixed fee percent complete contracts 49,117 — 49,117 Fixed fee contracts 107,698 — 107,698 Reimbursable expenses 10,677 — 10,677 Total professional services fees 745,166 — 745,166 Other services revenue* 11,320 2,236 13,556 Total services 756,486 2,236 758,722 Software and hardware — 2,305 2,305 Total revenues $ 756,486 $ 4,541 $ 761,027 Year Ended December 31, 2020 Over Time Point In Time Total Revenues Time and materials contracts $ 436,466 $ — $ 436,466 Fixed fee percent complete contracts 51,752 — 51,752 Fixed fee contracts 95,237 — 95,237 Reimbursable expenses 10,110 — 10,110 Total professional services fees 593,565 — 593,565 Other services revenue* 13,536 2,482 16,018 Total services 607,101 2,482 609,583 Software and hardware — 2,550 2,550 Total revenues $ 607,101 $ 5,032 $ 612,133 Year Ended December 31, 2019 Over Time Point In Time Total Revenues Time and materials contracts $ 384,422 $ — $ 384,422 Fixed fee percent complete contracts 41,484 — 41,484 Fixed fee contracts 104,056 — 104,056 Reimbursable expenses 15,474 — 15,474 Total professional services fees 545,436 — 545,436 Other services revenue* 13,604 2,878 16,482 Total services 559,040 2,878 561,918 Software and hardware — 3,609 3,609 Total revenues $ 559,040 $ 6,487 $ 565,527 * Other services revenue primarily consists of hosting fees, maintenance, training, internally developed SaaS and partner referral fees. The following table presents revenue disaggregated by geographic area, as determined by the billing address of customers (in thousands): Year Ended December 31, 2021 2020 2019 United States $ 738,298 $ 599,236 $ 552,357 Other countries 22,729 12,897 13,170 Total revenues $ 761,027 $ 612,133 $ 565,527 |
Concentration of Credit Risk an
Concentration of Credit Risk and Significant Customers | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk and Significant Customers | Concentration of Credit Risk and Significant Customers Cash and accounts receivable potentially expose the Company to concentrations of credit risk. Cash is placed with highly rated financial institutions. The Company provides credit, in the normal course of business, to its customers. The Company generally does not require collateral or up-front payments. The Company performs periodic credit evaluations of its customers and maintains allowances for potential credit losses. Customers can be denied access to services in the event of non-payment. During 2021, a substantial portion of the services the Company provided were built on Adobe, Microsoft, IBM, Salesforce, Sitecore and Oracle platforms, among others, and a significant number of the Company’s clients are identified through joint selling opportunities conducted with and through sales leads obtained from the relationships with these vendors. Due to the Company’s significant fixed operating expenses, the loss of sales to any significant customer could negatively impact net income and cash flow from operations. However, the Company has remained relatively diversified, with its largest customer only representing approximately 4% of total revenues for the year ended December 31, 2021 and 5% of total revenues for each of the years ended December 31, 2020 and 2019. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock Plans The Company’s Second Amended and Restated Perficient, Inc. 2012 Long Term Incentive Plan (as amended, the “Incentive Plan”) allows for the granting of various types of stock awards 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. The Company may issue stock awards of up to 7.0 million shares of Common Stock pursuant to the Incentive Plan. As of December 31, 2021, there were 1.2 million shares of Common Stock available for issuance under the Incentive Plan. Restricted stock activity for the year ended December 31, 2021 was as follows (in thousands, except fair value information): Shares Weighted-Average Restricted stock awards outstanding at December 31, 2020 905 $ 35.34 Awards granted (1) 276 $ 76.48 Awards vested (2) (473) $ 31.92 Awards forfeited (66) $ 37.40 Restricted stock awards outstanding at December 31, 2021 642 $ 55.34 (1) The weighted average grant date fair value of shares granted during 2020 and 2019 was $41.07 and $33.38, respectively. (2) The total fair value of restricted shares vested during the years ended December 31, 2021, 2020 and 2019 was $44.1 million , $24.6 million and $23.3 million, respectively. The Company recognized $23.1 million , $19.5 million and $17.9 million of share-based compensation expense during 2021, 2020 and 2019, respectively, which included $4.0 million , $3.4 million and $3.2 million of expense for retirement savings plan contributions, respectively. The associated current and future income tax benefit recognized during 2021, 2020 and 2019 was $3.8 million , $2.6 million and $3.5 million, respectively. As of December 31, 2021, there was $28.2 million of total unrecognized compensation cost related to non-vested share-based awards. This cost is expected to be recognized over a weighted-average period of two years. Restricted stock awards generally vest over a three-year service period. Employee Stock Purchase Plan The Employee Stock Purchase Plan (the “ESPP”) is a broadly-based stock purchase plan in which any eligible employee may elect to participate by authorizing the Company to make payroll deductions in a specific amount or designated percentage to pay the exercise price of an option. In no event will the ESPP permit an employee to purchase common stock with a fair market value in excess of $25,000 in any calendar year. During the year ended December 31, 2021, 8,649 shares were purchased under the ESPP. |
Net Income Per Share
Net Income Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Income per Share | Net Income Per Share Basic earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share includes the weighted average number of common shares outstanding and the number of equivalent shares which would be issued related to unvested restricted stock, convertible senior notes, warrants, and acquisition consideration using the treasury method, unless such additional equivalent shares are anti-dilutive. The following table presents the calculation of basic and diluted net income per share (in thousands, except per share information): Year Ended December 31, 2021 2020 2019 Net income $ 52,091 $ 30,181 $ 37,125 Basic: Weighted-average shares of common stock outstanding 32,202 31,793 31,344 Shares used in computing basic net income per share 32,202 31,793 31,344 Effect of dilutive securities: Restricted stock subject to vesting 559 417 673 Shares issuable for conversion of convertible senior notes 1,564 52 — Shares issuable for acquisition consideration (1) 198 254 226 Shares issuable for exercise of warrants 147 — — Shares used in computing diluted net income per share 34,670 32,516 32,243 Basic net income per share $ 1.62 $ 0.95 $ 1.18 Diluted net income per share $ 1.50 $ 0.93 $ 1.15 (1) For the year ended December 31, 2021, this represents the shares held in escrow pursuant to: (i) the Asset Purchase Agreement with Zeon Solutions Incorporated and certain related entities (collectively, “Zeon”); (ii) the Asset Purchase Agreement with MedTouch LLC (“MedTouch”); (iii) the Asset Purchase Agreement with Catalyst Networks, Inc. (“Brainjocks”); (iv) the Stock Purchase Agreement with the shareholders of Productora de Software S.A.S. (“PSL”); (v) the Purchase Agreement with Talos (as defined in Note 9 - Business Combinations); and (vi) the Stock Purchase Agreement with the shareholders of Izmul S.A. (“Overactive”), as part of the consideration. For the year ended December 31, 2020, this represents the shares held in escrow pursuant to: (i) the Asset Purchase Agreement with RAS & Associates, LLC (“RAS”); (ii) the Asset Purchase Agreement with Zeon; (iii) the Asset Purchase Agreement with Stone Temple Consulting Corporation (“Stone Temple”); (iv) the Asset Purchase Agreement with Sundog Interactive, Inc. (“Sundog”); (v) the Asset Purchase Agreement with MedTouch; (vi) the Asset Purchase Agreement with Brainjocks; and (vii) the Stock Purchase Agreement with the shareholders of PSL, as part of the consideration. For the year ended December 31, 2019, this represents the shares held in escrow pursuant to: (i) the Asset Purchase Agreement with Zeon; (ii) the Asset Purchase Agreement with RAS; (iii) the Asset Purchase Agreement with Southport Services Group, LLC (“Southport”); (iv) the Asset Purchase Agreement with Stone Temple; (v) the Agreement and Plan of Merger with Elixiter, Inc. (“Elixiter”); and (vi) the Asset Purchase Agreement with Sundog, as part of the consideration. The number of anti-dilutive securities not included in the calculation of diluted net income per share were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Restricted stock subject to vesting — 2 26 Convertible senior notes 1,980 4,451 3,823 Warrants related to the issuance of convertible senior notes 1,980 8,275 3,823 Total anti-dilutive securities 3,960 12,728 7,672 See Note 12, Long-term Debt, for further information on the convertible senior notes and warrants related to the issuance of convertible notes. The Company’s Board of Directors authorized the repurchase of up to $315.0 million of Company common stock through a stock repurchase program expiring December 31, 2022 . The program could be suspended or discontinued at any time, based on market, economic, or business conditions. The timing and amount of repurchase transactions will be determined by management based on its evaluation of market conditions, share price, and other factors. Since the program’s inception on August 11, 2008, the Company has repurchased approximately $261.3 million (16.1 million shares ) of outstanding common stock through December 31, 2021. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Balance Sheet Components December 31, 2021 2020 (In thousands) Accounts receivable: Billed accounts receivable, net $ 120,892 $ 85,998 Unbilled revenues, net 56,710 47,087 Total $ 177,602 $ 133,085 Property and equipment: Computer hardware (useful life of 3 years) $ 21,382 $ 15,640 Furniture and fixtures (useful life of 5 years) 4,599 4,597 Leasehold improvements (useful life of 5 years) 7,850 6,607 Software (useful life of 1 to 7 years) 6,018 5,342 Less: Accumulated depreciation (25,102) (20,284) Total $ 14,747 $ 11,902 Other current liabilities: Accrued variable compensation $ 31,244 $ 27,527 Deferred revenues 8,167 9,422 Estimated fair value of contingent consideration liability (Note 9) 21,644 33,943 Current operating lease liabilities 11,543 10,321 Deferred employer FICA payments — 5,523 Payroll related costs 9,523 5,738 Professional fees 1,727 736 Accrued medical claims expense 2,605 2,405 Accrued IT expenses 1,776 1,964 Other current liabilities 5,648 5,688 Total $ 93,877 $ 103,267 December 31, 2021 2020 (In thousands) Other non-current liabilities: Deferred income taxes $ 13,075 $ 20,911 Deferred employer FICA payments — 5,523 Other non-current liabilities 3,462 2,434 Reserve for uncertain tax positions 19,127 8,009 Non-current software accrual 2,710 5,748 Deferred compensation liability 9,458 7,456 Total $ 47,832 $ 50,081 |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts | 12 Months Ended |
Dec. 31, 2021 | |
Valuation Allowance [Abstract] | |
Allowance for Doubtful Accounts | Allowance for Credit Losses The Company adopted ASU No. 2016-13 on January 1, 2020. See Note 2, Summary of Significant Accounting Policies , for a discussion of the ASU and the impact of adoption. As a result of the adoption, the Company amended its accounting policies for the allowance for credit losses. In accordance with ASU No. 2016-13, the Company evaluates its allowance based on expected losses rather than incurred losses, which is known as the current expected credit loss model. The allowance is determined using the loss rate approach and is measured on a collective (pool) basis when similar risk characteristics exist. Where financial instruments do not share risk characteristics, they are evaluated on an individual basis. The allowance is based on relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Prior to the adoption of ASU No. 2016-13, the allowance for credit losses was based upon specific identification of likely and probable losses. Each accounting period, accounts receivable was evaluated for risk associated with a client’s inability to make contractual payments, historical experience, and other currently available information. Activity in the allowance for credit losses is summarized as follows for the years presented (in thousands): Year Ended December 31, 2021 2020 2019 Balance at December 31 $ 1,065 $ 464 $ 810 Impact of ASU No. 2016-13 adoption — 423 — Opening balance at January 1 1,065 887 810 Charges to expense, net of recoveries 1,801 855 428 Other (1) 78 (677) (774) Balance at December 31 $ 2,944 $ 1,065 $ 464 (1) Other is primarily related to uncollected balances written off, business acquisitions and currency translation adjustments. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations 2021 Acquisitions On September 8, 2021, the Company acquired substantially all of the assets of Talos LLC and Talos Digital LLC, each a Delaware limited liability company, and a wholly-owned subsidiary of the Company acquired all of the outstanding capital stock of Talos Digital SAS and TCOMM SAS, each a simplified stock company organized under the laws of the Republic of Colombia (collectively, “Talos”). Talos is a digital transformation consultancy based in Miami, Florida with nearshore delivery centers in Medellin, Colombia. The acquisition of Talos strengthened the Company’s global delivery capabilities, and enhanced its nearshore systems and commerce and custom developed solutions customers. Talos added more than 180 professionals and strategic client relationships with customers across several industries. The Company's total allocable purchase price consideration was $28.0 million, net of cash acquired. The Company incurred approximately $1.1 million in transaction costs, which were expensed when incurred. The amount of goodwill deductible for tax purposes is $8.6 million. On October 15, 2021, a wholly-owned subsidiary of the Company acquired Overactive pursuant to the terms of a Stock Purchase Agreement. Overactive is based in Montevideo, Uruguay with nearshore delivery centers in Colombia, Argentina, Uruguay, Chile and Puerto Rico. The acquisition of Overactive expanded the Company’ s digital modernization solution services. Overactive added nearly 700 professionals and strategic client relationships with customers across several industries and expanded the Company’s operations in Latin America. The Company’s total allocable purchase price consideration was $110.1 million, net of cash acquired. The Company incurred approximately $2.5 million in transaction costs, which were expensed when incurred. The goodwill is non-deductible for tax purposes. The acquisition date fair value of the consideration transferred for the 2021 acquisitions consisted of the following (in millions): Talos Overactive Cash $ 14.9 $ 93.9 Company common stock issued at closing 3.8 2.5 Contingent consideration (1) 9.0 (2) 12.6 (3) Net working capital adjustment due to the seller(s) 0.3 1.1 Total allocable purchase price consideration $ 28.0 $ 110.1 (1) Represents the initial fair value estimate of additional revenue and earnings-based contingent consideration, which may be realized by the sellers 12 months after the closing date of the acquisition. (2) The maximum cash payout that may be realized by the sellers in the Talos acquisition is $10.6 million. As of December 31, 2021, the fair value of the contingent consideration was $9.0 million . (3) The maximum cash payout that may be realized by the sellers in the Overactive acquisition is $14.4 million. As of December 31, 2021, the fair value of the contingent consideration was $12.6 million. The Company has estimated the preliminary allocation of the total purchase price consideration between tangible assets, identified intangible assets, liabilities, and goodwill as follows (in millions): Talos Overactive Acquired tangible assets $ 2.3 $ 13.9 Identified intangible assets 8.1 35.0 Liabilities assumed (1.2) (18.5) Goodwill 18.8 79.7 Total purchase price $ 28.0 $ 110.1 The following table presents details of the intangible assets acquired during the year ended December 31, 2021 (dollars in millions). Weighted Average Useful Life Estimated Useful Life Aggregate acquisitions Customer relationships 9 years 6 - 10 years $ 39.0 Customer backlog 1 year 1 year 3.0 Non-compete agreements 5 years 5 years 0.4 Trade name 1 year 1 year 0.7 Total acquired intangible assets $ 43.1 The above purchase price accounting estimates for Talos and Overactive are pending finalization of certain acquired tangible and intangible assets, contingent consideration valuation, and a net working capital settlement that is subject to final adjustment as the Company evaluates information during the measurement period. The aggregate amounts of revenue and net income of the Talos and Overactive acquisitions included in the Company’s Consolidated Statements of Operations from the respective acquisition dates to December 31, 2021 are as follows (in thousands): Acquisition Date to December 31, 2021 Revenues $ 15,291 Net income $ 370 2020 Acquisitions On January 6, 2020, the Company acquired substantially all of the assets of MedTouch, pursuant to the terms of an Asset Purchase Agreement. The acquisition of MedTouch expands the Company’s digital healthcare marketing services. The Company’s total allocable purchase price consideration was $20.0 million. The Company incurred approximately $0.6 million in transaction costs, which were expensed when incurred. The amount of goodwill deductible for tax purposes is $20.4 million. On March 23, 2020, the Company acquired substantially all of the assets of Brainjocks, pursuant to the terms of an Asset Purchase Agreement. The acquisition of Brainjocks expands the Company’s strategic marketing and technical delivery services. On May 4, 2020 pursuant to a separate Asset Purchase Agreement, a wholly-owned subsidiary of the Company completed the acquisition of substantially all of the assets of Brainjocks Europe d.o.o. Novi Sad, an affiliate of Brainjocks operating in Serbia. With the completion of this acquisition, the Company now has facilities located in Novi Sad, Serbia. The Company's total allocable purchase price consideration was $21.2 million. The Company incurred approximately $1.1 million in transaction costs, which were expensed when incurred. The amount of goodwill deductible for tax purposes is $12.6 million. On June 17, 2020, a wholly-owned subsidiary of the Company acquired PSL pursuant to the terms of a Stock Purchase Agreement. PSL is based in Medellin, Colombia, with additional locations in Bogota and Cali, Colombia. The acquisition of PSL strengthens the Company’s global delivery capabilities, enhancing its nearshore systems and custom software application development, testing, and ongoing support for customers. PSL adds more than 600 professionals and brings strategic client relationships with customers across several industries. The Company’s total allocable purchase price consideration was $83.1 million, net of cash acquired. The Company incurred approximately $2.1 million in transaction costs, which were expensed when incurred. The goodwill is non-deductible for tax purposes. The acquisition date fair value of the consideration transferred for the 2020 acquisitions consisted of the following (in millions): MedTouch Brainjocks PSL Cash $ 13.9 $ 15.8 $ 60.8 Company common stock issued at closing 1.9 2.4 4.5 Contingent consideration (1) 4.2 (2) 2.3 (3) 17.7 (4) Net working capital adjustment due to the seller(s) — 0.7 0.1 Total allocable purchase price consideration $ 20.0 $ 21.2 $ 83.1 (1) Represents the initial fair value estimate of additional revenue and earnings-based contingent consideration, which may be realized by the seller(s) 12 months after the closing date of the acquisition. (2) MedTouch achieved a portion of the potential maximum cash payout pursuant to the Asset Purchase Agreement, and as a result, the Company paid $9.2 million in contingent consideration during the year ended December 31, 2021. The maximum cash payout that may have been realized by MedTouch was $10.2 million. The Company recorded a pre-tax adjustment in “Adjustment to fair value of contingent consideration” on the Consolidated Statements of Operations of $0.3 million and $4.7 million during the years ended December 31, 2021 and 2020, respectively. (3) Brainjocks achieved a portion of the potential maximum cash payout pursuant to the Asset Purchase Agreement, and as a result, the Company paid $3.9 million in contingent consideration during the year ended December 31, 2021. The maximum cash payout that may have been realized by Brainjocks was $4.8 million. The C ompany recorded a pre-tax adjustment in “Adjustment to fair value of contingent consideration” on the Consolidated Statements of Operations of $0.3 million and $1.3 million during the years ended December 31, 2021 and 2020, respectively. (4) PSL achieved a portion of the potential maximum cash payout pursuant to the Stock Purchase Agreement, and as a result, the Company paid $20.9 million in contingent consideration during the year ended December 31, 2021. The maximum cash payout that may have been realized by PSL was $22.2 million. The Company recorded a pre-tax adjustment to reduce the liability in “Adjustment to fair value of contingent consideration” on the Consolidated Statements of Operations o f $0.6 million d uring the year ended December 31, 2021. The Company recorded a pre-tax adjustment to increase the liability in “Adjustment to fair value of contingent consideration” on the Consolidated Statements of Operations of $3.9 million during the year ended December 31, 2020. The Company has allocated the total purchase price consideration between tangible assets, identified intangible assets, liabilities, and goodwill as follows (in millions): MedTouch Brainjocks PSL Acquired tangible assets $ 4.7 $ 7.0 $ 11.6 Identified intangible assets 6.7 8.4 29.6 Liabilities assumed (6.0) (4.9) (17.7) Goodwill 14.6 10.7 59.6 Total purchase price $ 20.0 $ 21.2 $ 83.1 As the Company completed its evaluation of the acquired assets and assumed liabilities of PSL, the Company recorded certain adjustments during the measurement period based on facts and circumstances that existed as of acquisition date. The measurement period adjustments resulted in an increase to the total purchase price of $1.1 million, an increase to acquired tangible assets of $0.5 million, a decrease to identified intangible assets of $0.4 million, an increase to liabilities assumed of $1.7 million and an increase to goodwill of $2.7 million from the acquisition date through June 30, 2021. The measurement period for the PSL acquisition was closed in June 2021. The following table presents details of the intangible assets acquired during the year ended December 31, 2020 (dollars in millions). Weighted Average Useful Life Estimated Useful Life Aggregate Acquisitions Customer relationships 6 years 5 - 7 years $ 33.0 Customer backlog 1 year 1 year 9.6 Non-compete agreements 5 years 5 years 0.2 Trade name 1 year 1 year 0.4 Developed software 4 years 3 - 5 years 1.5 Total acquired intangible assets $ 44.7 2019 Acquisitions On May 22, 2019, the Company acquired substantially all of the assets of Sundog, pursuant to the terms of an Asset Purchase Agreement. The acquisition of Sundog expands the Company’s strategic marketing and technical delivery services. The Company’s total allocable purchase price consideration was $14.1 million, comprised of $10.3 million in cash paid and $1.3 million in Company common stock issued at closing, increased by $0.6 million for a net working capital adjustment paid to the seller in the first quarter of 2020. The purchase price also included $1.9 million representing the initial fair value estimate of additional revenue and earnings-based contingent consideration, which may be realized by the seller 12 months after the closing date of the acquisition with a maximum cash payout of $3.6 million. Sundog achieved a portion of the maximum cash payout pursuant to the purchase agreement, and as a result, the Company paid $2.5 million in contingent consideration in the fourth quarter of 2020. The amount of goodwill deductible for tax purposes is $8.0 million. The results of the 2019, 2020 and 2021 acquisitions’ operations have been included in the Company’s consolidated financial statements since the respective acquisition dates. Pro-forma Results of Operations The following presents the unaudited pro-forma combined results of operations of the Company with PSL and Overactive for the years ended December 31, 2021, 2020, and 2019 after giving effect to certain pro-forma adjustments and assuming PSL was acquired as of the beginning of 2019 and Overactive was acquired as of the beginning of 2020. These unaudited pro-forma results include adjustments for PSL from January 1, 2019 through December 31, 2020 and adjustments for Overactive from January 1, 2020 through December 31, 2021. Pro-forma results of operations have not been presented for MedTouch, Brainjocks, or Talos because the effect of these acquisitions on the Company's consolidated financial statements were not material individually or in the aggregate. These unaudited pro-forma results are presented in compliance with the adoption of 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 acquisition of PSL actually occurred on January 1, 2019 and Overactive actually occurred on January 1, 2020 or of future results of operations of the consolidated entities (in thousands except per share data): Year Ended December 31, 2021 2020 2019 Revenues $ 794,158 $ 658,228 $ 598,082 Net income $ 52,621 $ 32,424 $ 28,315 Basic net income per share $ 1.63 $ 1.01 $ 0.90 Diluted net income per share $ 1.52 $ 0.99 $ 0.87 Shares used in computing basic net income per share 32,222 31,964 31,344 Shares used in computing diluted net income per share 34,689 32,620 32,413 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 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 review in the fourth quarter and more frequently if events or changes in circumstances indicate that goodwill might be impaired. There was no indication that goodwill became impaired for the year ended December 31, 2021. Other intangible assets include customer relationships, non-compete arrangements, trade names, customer backlog, and developed software, which are being amortized over the assets’ estimated useful lives using the straight-line method. Estimated useful lives range from less than one year to ten years. Amortization of customer relationships, non-compete arrangements, trade names, customer backlog, and developed software is considered an operating expense and is included in “Amortization” in the accompanying Consolidated Statements of Operations. 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. There was no indication that other intangible assets became impaired for the year ended December 31, 2021. Goodwill Activity related to goodwill consisted of the following (in thousands): Year Ended December 31, 2021 2020 Balance, beginning of year $ 427,928 $ 335,564 Purchase price allocations and measurement period adjustments for acquisitions 96,717 86,640 Effect of foreign currency translation adjustments (9,416) 5,724 Balance, end of year $ 515,229 $ 427,928 Intangible Assets with Definite Lives Following is a summary of the Company’s intangible assets that are subject to amortization (in thousands): Year Ended December 31, 2021 2020 Gross Carrying Accumulated Net Gross Carrying Accumulated Net Customer relationships $ 125,433 $ (51,253) $ 74,180 $ 97,497 $ (44,185) $ 53,312 Non-compete agreements 1,444 (736) 708 1,479 (831) 648 Customer backlog 3,025 (741) 2,284 10,353 (5,941) 4,412 Trade name 683 (155) 528 449 (281) 168 Developed software 6,982 (3,405) 3,577 13,962 (8,931) 5,031 Total $ 137,567 $ (56,290) $ 81,277 $ 123,740 $ (60,169) $ 63,571 The estimated useful lives of identifiable intangible assets are as follows: Customer relationships 5 - 10 years Non-compete agreements 4 - 5 years Customer backlog 1 year Trade name 1 year Developed software 1 - 7 years Total amortization expense for the years ended December 31, 2021, 2020 and 2019 was $23.5 million, $22.9 million and $16.2 million, respectively. Estimated annual amortization expense for the next five years ended December 31 and thereafter is as follows (in thousands): 2022 $ 22,691 2023 $ 15,016 2024 $ 11,858 2025 $ 8,781 2026 $ 6,530 Thereafter $ 16,401 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans The Company has a qualified 401(k) profit sharing plan available to full-time employees who meet the plan’s eligibility requirements. This defined contribution plan permits employees to make contributions up to maximum limits allowed by the Code. The Company, at its discretion, matches a portion of the employee’s contribution under a predetermined formula based on the level of contribution and years of service. For 2021, the Company made matching contributions of 50% (25% in cash and 25% in Company stock) of the first 6% of eligible compensation deferred by the participant. The Company recognized $8.7 million, $6.8 million and $6.7 million of expense for the matching cash and Company stock contribution in 2021, 2020 and 2019, respectively. All matching contributions vest over a three-year period of service. The Company has a nonqualified deferred compensation plan for certain U.S. personnel. The plan is designed to allow eligible participants to accumulate additional income through elective deferrals of compensation which will be paid in the future. As of December 31, 2021 and 2020, the deferred compensation liability balance was $9.8 million and $7.5 million, respectively. The Company funds the deferred compensation plan through company-owned life insurance (“COLI”) policies. As of December 31, 2021 and 2020, the COLI asset balance was $10.8 million and $7.4 million, respectively. In accordance with Indian law, the Company provides certain defined benefit plans covering substantially all of its Indian employees. The gratuity plan provides a lump-sum payment to vested employees upon retirement or termination of employment in an amount based on each employee’s salary and duration of employment with the Company. The leave encashment plan requires the Company to pay employees leaving the Company a specific formula taking into account earned leaves up to a certain maximum and the employee’s most recent salary. The annual projected cost of these defined benefit plans is actuarially determined. As of December 31, 2021 and 2020, the defined benefit plan liability, which is unfunded, was immaterial. |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt Revolving Credit Facility On May 7, 2021, the Company entered into an Amended and Restated Credit Agreement (the "2021 Credit Agreement") with Wells Fargo Bank, National Association, as administrative agent and the other lenders parties thereto. The 2021 Credit Agreement provides for revolving credit borrowings up to a maximum principal amount of $200.0 million, subject to a commitment increase of $75.0 million. All outstanding amounts owed under the 2021 Credit Agreement become due and payable no later than the final maturity date of May 7, 2026. As of December 31, 2021, there was no outstanding balance under the 2021 Credit Agreement. The Company incurred $0.6 million of deferred finance fees as a result of the 2021 Credit Agreement for the year ended December 31, 2021. The 2021 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 December 31, 2021, the Company had two outstanding letters of credit for $0.2 million. Substantially all of the Company’s assets are pledged to secure the credit facility. Borrowings under the 2021 Credit Agreement bear interest at the Company’s option of the prime rate ( 3.25% on December 31, 2021) plus a margin ranging from 0.00% to 1.00% or one-month LIBOR (0.10% o n December 31, 2021) plus a margin ranging from 1.00% to 2.00%. The Company incurs an annual commitment fee of 0.15% to 0.20% on the unused portion of the line of credit. The additional margin amount and annual commitment fee are dependent on the level of outstanding borrowings. As of December 31, 2021, the Company had $199.8 million of unused borrowing capacity. The Company is required to comply with various financial covenants under the 2021 Credit Agreement. Specifically, the Company is required to maintain a ratio of earnings before interest, taxes, depreciation, and amortization (“EBITDA”) plus stock compensation to interest expense for the previous four consecutive fiscal quarters of not less than 3.50 to 1.00, a ratio of indebtedness less the sum of all unsecured indebtedness, on a consolidated basis and without duplication, less all unrestricted cash and cash equivalents not to exceed $50,000,000 to EBITDA plus stock compensation of not more than 2.50 to 1.00, and a ratio of indebtedness less all unrestricted cash and cash equivalents not to exceed $50,000,000 to EBITDA plus stock compensation (“Consolidated Total Net Leverage Ratio”) of not more than 5.00 to 1.00. Additionally, the 2021 Credit Agreement currently restricts the payment of dividends that would result in a pro-forma Consolidated Total Net Leverage Ratio of more than 3.50 to 1.00. At December 31, 2021, the Company was in compliance with all covenants under the 2021 Credit Agreement. Convertible Senior Notes due 2026 On November 9, 2021, the Company i ssued $380.0 million aggregate principal amount of the 2026 Notes in a private placement to qualified institutional buyers pursuant to an exemption from registration provided by Section 4(a)(2) and Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The net proceeds from the offerings, after deducting the initial purchasers’ discount and issuance costs of $10.7 million, were $369.3 million. The Company used (i) $311.5 million of the net proceeds and 1,640,152 shares of the Company’s common stock to partially repurchase the 2025 Notes (as defined and described below), and (ii) $42.7 million of the net proceeds to fund the cost of entering into the 2026 Notes Hedges (as defined below), after such cost was partially offset by the proceeds that the Company received from entering into the 2026 Notes Warrants (as defined below). The remaining proceeds of $15.1 million will be used for working capital or other general corporate purposes. The 2026 Notes bear interest at a rate of 0.125% per year. Interest is payable in cash on May 15 and November 15 of each year, with the first payment to be made on May 15, 2022. The 2026 Notes mature on November 15, 2026 unless earlier converted, redeemed or repurchased in accordance with their terms prior to such date. The initial conversion rate is 5.2100 shares of the Company’s common stock per $1,000 principal amount of 2026 Notes, which is equivalent to an initial conversion price of approximately $191.94 per share of common stock. After consideration of the 2026 Notes Hedges and 2026 Notes Warrants, the conversion rate is effectively hedged to a price of $295.29 per shar e of common stock. The conversion rate, and thus the conversion price, may be adjusted under certain circumstances as described in the indenture governing the 2026 Notes (the “2026 Indenture”). The Company may settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election, based on the applicable conversion rate(s). If a “make-whole fundamental change” (as defined in the 2026 Indenture) occurs, then the Company will in certain circumstances increase the conversion rate for a specified period of time. The Company’s intent is to settle the principal amount of the 2026 Notes in cash upon conversion. In accordance with accounting for debt with conversions and other options, the Company bifurcated the principal amount of the 2026 Notes into liability and equity components. The initial liability component of the 2026 Notes was valued at $313.8 million based on th e cont ractual cash flows discounted at an appropriate comparable market non-convertible debt borrowing rate at the date of issuance of 4.0%. This rate was based on the Company’s estimated rate for a similar liability with the same maturity, but without the conversion option. The equity component representing the conversion option and calculated as the residual amount of the proceeds was recorded as an increase in additional paid-in capital within stockholders’ equity of $66.2 million, partially offset by the associated deferred tax effect of $16.9 million. Th e amount recorded within additional paid-in capital i s not to be remeasured as long as it continues to meet the conditions for equity classification. The resulting debt discount of $66.2 million is being amortized to interest expense using the effective interest method with an effective interest rate of 4.0% over t he period from the issuance date through the contractual maturity date of November 15, 2026. The Company utilizes the treasury stock method to calculate the effects of the 2026 Notes on diluted earnings per share. Issuance costs totaling $10.7 million were allocated pro rata based on the relative fair values of the liability and equity components. Issuance co sts of $8.8 million attri butable to the liability component were recorded as a direct deduction from the carrying value of the 2026 Notes and are being amortized to interest expense using the effective interest method over the term of the 2026 Notes. Issuance co sts of $1.9 million attributable to the equity component were recorded as a charge to additional paid-in capital within stockholders’ equity, partially offset by the associated deferred tax effect of $0.5 million. Convertible Senior Notes due 2025 On August 14, 2020, the Company issued $230.0 million aggregate principal amount of the 2025 Notes in a private placement to qualified institutional buyers pursuant to an exemption from registration provided by Section 4(a)(2) and Rule 144A under the Securities Act. The net proceeds from the offerings, after deducting the initial purchasers’ discount and issuance costs of $7.3 million, were $222.7 million. The Company used (i) $172.0 million of the net proceeds to partially repurchase the 2023 Notes (as defined and described below), and (ii) $26.7 million of the net proceeds to fund the cost of entering into the 2025 Notes Hedges (as defined below), after such cost was partially offset by the proceeds that the Company received from entering into the 2025 Notes Warrants (as defined below). The remaining proceeds of $24.0 million were used for working capital or other general corporate purposes. The 2025 Notes bear interest at a rate of 1.250% per year. Interest is payable in cash on February 1 and August 1 of each year, with the first payment made on February 1, 2021. The 2025 Notes mature on August 1, 2025 unless earlier converted, redeemed or repurchased in accordance with their terms prior to such date. The initial conversion rate is 19.3538 shares of the Company’s common stock per $1,000 principal amount of 2025 Notes, which is equivalent to an initial conversion price of approximately $51.67 per share of common stock. After consideration of the 2025 Notes Hedges and 2025 Notes Warrants, the conversion rate is effectively hedged to a price of $81.05 per share of common stock. The conversion rate, and thus the conversion price, may be adjusted under certain circumstances as described in the indenture governing the 2025 Notes (the “2025 Indenture”). The Company may settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election, based on the applicable conversion rate(s). If a “make-whole fundamental change” (as defined in the 2025 Indenture) occurs, then the Company will in certain circu mstances increase the conversion rate for a specified period of time. The Company’s intent is to settle the principal amount of the 2025 Notes in cash upon conversion. In accordance with accounting for debt with conversions and other options, the Company bifurcated the principal amount of the 2025 Notes into liability and equity components. The initial liability component of the 2025 Notes was valued at $181.1 million based on the contractual cash flows discounted at an appropriate comparable market non-convertible debt borrowing rate at the date of issuance of 6.3%. The equity component representing the conversion option and calculated as the residual amount of the proceeds was recorded as an increase in additional paid-in capital within stockholders’ equity of $48.9 million, partially offset by the associated deferred tax effect of $12.6 million. The amount recorded within additional paid-in capital is not to be remeasured as long as it continues to meet the conditions for equity classification. The resulting debt discount of $48.9 million is amortized to interest expense using the effective interest method with an effective interest rate of 6.3% over the period from the issuance date through the contractual maturity date of August 1, 2025. The Company utilizes the treasury stock method to calculate the effects of the 2025 Notes on diluted earnings per share. Issuance costs totaling $7.3 million were allocated pro rata based on the relative fair values of the liability and equity components. Issuance costs of $5.7 million attributable to the liability component were recorded as a direct deduction from the carrying value of the 2025 Notes and are amortized to interest expense using the effective interest method over the term of the 2025 Notes. Issuance costs of $1.6 million attributable to the equity component were recorded as a charge to additional paid-in capital within stockholders’ equity, partially offset by the associated deferred tax effect of $0.4 million. In November and December 2021, the Company repurchased a portion of the outstanding 2025 Notes through individual, privately negotiated transactions (the “2025 Notes Partial Repurchase”), leaving 2025 Notes with aggregate principal amount of $23.3 million outstanding as of December 31, 2021. The Company used $311.5 million of the net proceeds from the 2026 Notes issuance in November 2021, 1,640,152 shares of the Company’s common stock, and $44.0 million of additional cash in December 2021 to complete the 2025 Notes Partial Repurchase, of which a total of $197.4 million and $400.5 million were allocated to the liability and equity components of the 2025 Notes, respectively, and $0.7 million was related to the payment of interest. The amount allocated to equity was partially offset by the associated deferred tax effect of $2.0 million . The consideration allocated to the liability component was based on the fair value of the liability component utilizing an effective discount rate of approximately 3.5%. This rate was based on the Company’s estimated rate for a similar liability with the same maturity, but without the conversion option. The consideration allocated to the equity component was calculated by deducting the fair value of the liability component from the aggregate consideration, excluding interest. The Company subsequently compared the allocated consideration with the carrying value of the liability component to record a loss on extinguishment of $21.9 million, which includes the proportionate amounts of unamortized debt discount and the remaining unamortized debt issuance costs of $3.8 million. A $6.8 million inducement charge representing the difference between the fair value of the consideration delivered to the holders of the repurchased 2025 Notes and the fair value of the consideration issuable under the original conversion terms is included in “Loss on extinguishment of debt” in the accompanying Consolidated Statements of Operations. Convertible Senior Notes due 2023 On September 11, 2018, the Company issued $143.8 million aggregate principal amount of 2.375% Convertible Senior Notes Due 2023 (the “2023 Notes”) in a private placement to qualified institutional purchasers pursuant to an exemption from registration provided by Section 4(a)(2) and Rule 144A under the Securities Act. The net proceeds from the offerings, after deducting the initial purchasers’ discount and issuance costs of $4.4 million, were $139.4 million. In August and December 2020, the Company repurchased a portion of the outstanding 2023 Notes through individual, privately negotiated trans actions (the “2023 Notes Partial Repurchase”), leaving 2023 Notes with aggregate principal amount of $5.1 million outstanding as of December 31, 2020. The Company used $172.0 million of the net proceeds from the 2025 Notes issuance in August 2020 and $9.7 million of additional cash in December 2020 to complete the 2023 Notes Partial Repurchase, of which a total of $127.7 million and $52.7 million were allocated to the liability and equity components of the 2023 Notes, respectively, and $1.3 million was related to the payment of interest. The cash consideration allocated to the liability component was based on the fair value of the liability component utilizing an effective discount rate of approximately 5.0% . This rate was based on the Company’s estimated rate for a similar liability with the same maturity, but without the conversion option. The cash consideration allocated to the equity component was calculated by deducting the fair value of the liability component and interest payment from the aggregate cash consideration. The $4.5 million loss on extinguishment was subsequently determined by comparing the allocated cash consideration with the carrying value of the liability component, which includes the proportionate amounts of unamortized debt discount and the remaining unamortized debt issuance costs of $2.4 million. I n August 2021, the Company repurchased the remainder of the outstanding 2023 Notes through individual, privately negotiated transactions (the “Final 2023 Notes Repurchase”). The Company used $13.9 million of cash to complete the Final 2023 Notes Repurchase, of which $4.9 million and $9.0 million were allocated to the liability and equity components of the 2023 Notes, respectively. The amount allocated to equity was partially offset by the associated deferred tax effect of $0.4 million . The Final 2023 Notes Repurchase resulted in a $0.3 million loss on extinguishment during the twelve months ended December 31, 2021, which includes the proportionate amounts of unamortized debt discount and the remaining unamortized debt issuance costs of $0.1 million. The 2023 Notes bore interest at a rate of 2.375% per year. Interest was payable in cash on March 15 and September 15 of each year. The 2023 Notes were scheduled to mature on September 15, 2023 , unless earlier converted, redeemed or repurchased in accordance with their terms prior to such date. The initial conversion rate was 26.5957 shares of the Company’s common stock per $1,000 principal amount of 2023 Notes, which was equivalent to an initial conversion price of approximately $37.60 per share of common stock. After consideration of the 2023 Notes Hedges (as defined below) and 2023 Notes Warrants (as defined below), the conversion rate was effectively hedged to a price of $46.62 per share of common stock. The conversion rate, and thus the conversion price, could have been adjusted under certain circumstances as described in the indenture governing the 2023 Notes (the “2023 Indenture”). The Company could have settled conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election, based on the applicable conversion rate(s). If a “make-whole fundamental change” (as defined in the 2023 Indenture) had occurred, then the Company would have in certain circumstances increased the conversion rate for a specified period of time. Other Terms of the Notes The 2025 Notes and 2026 Notes may be converted at the holder’s option prior to the close of business on the business day immediately preceding August 1, 2025 for the 2025 Notes and November 15, 2026 for the 2026 Notes, but only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on September 30, 2020 for the 2025 Notes and December 31, 2021 for the 2026 Notes, if the last reported sale price per share of the Company’s common stock exceeds 130% of the applicable conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; • during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the applicable conversion rate on such trading day; • upon the occurrence of certain corporate events or distributions on the Company’s common stock described in the 2025 Indenture and 2026 Indenture; and • at any time from, and including, February 3, 2025 for 2025 Notes and May 15, 2026 for 2026 Notes, until the close of business on the second scheduled trading day immediately before the maturity date for the 2025 Notes and 2026 Notes. The Company may not redeem the 2025 Notes and 2026 Notes at its option before maturity. If a “fundamental change” (as defined in the 2025 Indenture and 2026 Indenture) occurs, then, except as described in the 2025 Indenture and 2026 Indenture, noteholders may require the Company to repurchase their 2025 Notes and 2026 Notes at a cash repurchase price equal to the principal amount of the 2025 Notes and 2026 Notes to be repurchased, plus accrued and unpaid interest, if any. During the year ended December 31, 2021, the conditional conversion features of the 2025 Notes were triggered as the last reported sale price of the Company's common stock was greater than or equal to 130% of the conversion price for at least 20 trading days in the period of 30 consecutive trading days ending on December 31, 2021 (the last trading day of the fiscal quarter). Therefore, the 2025 Notes are currently convertible, in whole or in part, at the option of the holder during the quarter ending March 31, 2022. Whether the 2025 Notes will be convertible following such period will depend on the continued satisfaction of this condition or another conversion condition in the future. Since the Company has the election of repaying the 2025 Notes in cash, shares of the Company’s common stock, or a combination of both, the Company continued to classify the liability component of the 2025 Notes as long-term debt on the Consolidated Balance Sheet as of December 31, 2021. As of the date of this filing, none of the holders of the 2025 Notes have submitted requests for conversion. As of December 31, 2021, none of the conditions permitting holders to convert their 2026 Notes had been satisfied and no shares of the Company’s common stock had been issued in connection with any conversions of the 2026 Notes. Based on the closing price of the Company's common stock of $129.29 per share on December 31, 2021, the conversion value of the 2026 Notes was less than the principal amount of the 2026 Notes outstanding on a per note basis, and the conversion value of the 2025 Notes was greater than the principal amount of the 2025 Notes outstanding on a per note basis. The liability components of the 2023 Notes, 2025 Notes, and 2026 Notes consisted of the following (in thousands): December 31, 2021 Liability component: 2026 Notes 2025 Notes 2023 Notes Principal $ 380,000 $ 23,293 $ — Less: Unamortized debt discount (64,413) (3,724) — Unamortized debt issuance costs (8,613) (417) — Net carrying amount $ 306,974 $ 19,152 $ — December 31, 2020 Liability component: 2026 Notes 2025 Notes 2023 Notes Principal $ — $ 230,000 $ 5,090 Less: Unamortized debt discount — (45,690) (426) Unamortized debt issuance costs — (5,271) (79) Net carrying amount $ — $ 179,039 $ 4,585 Interest expense for the years ended December 31, 2021, 2020 and 2019 related to the Notes consisted of the following (in thousands): 2026 Notes Year Ended December 31, 2021 2020 2019 Coupon interest $ 69 $ — $ — Amortization of debt discount 1,738 — — Amortization of debt issuance costs 260 — — Total interest expense recognized $ 2,067 $ — $ — 2025 Notes Year Ended December 31, 2021 2020 2019 Coupon interest $ 2,521 $ 1,094 $ — Amortization of debt discount 7,780 3,254 — Amortization of debt issuance costs 1,008 438 — Total interest expense recognized $ 11,309 $ 4,786 $ — 2023 Notes Year Ended December 31, 2021 2020 2019 Coupon interest $ 75 $ 2,200 $ 3,414 Amortization of debt discount 91 2,561 3,773 Amortization of debt issuance costs 18 533 824 Total interest expense recognized $ 184 $ 5,294 $ 8,011 Convertible Notes Hedges In connection with the issuance of the 2026 Notes, 2025 Notes, and 2023 Notes, the Company entered into privately negotiated convertible note hedge transactions (the “2026 Notes Hedges”, the “2025 Notes Hedges”, and the “2023 Notes Hedges,” respectively, and together, the “Notes Hedges”) with certain of the initial purchasers or their respective affiliates and/or other financial institutions (the “Opt ion Counterparties”). The 2026 Notes Hedges provide the Company with the option to acquire, on a net settlement basis, approximately 2.0 million shares of common stock at a strike price of $191.94, w hich is equal to the number of shares of common stock that notionally underlie the 2026 Notes and correspond to the conversion price of the 2026 Notes. The 2025 Notes Hedges provide the Company with the option to acquire, on a net settlement basis, approximately 4.5 million shares of common stock at a strike price of $51.67, which is equal to the number of shares of common stock that notionally underlie the 2025 Notes and correspond to the conversion price of the 2025 Notes. If the Company elects cash settlement and exercises the Notes Hedges, the aggregate amount of cash received from the Option Counterparties will cover the aggregate amount of cash that the Company would be required to pay to the holders of the Notes, less the principal amount thereof. The Notes Hedges do not meet the criteria for separate accounting as a derivative as they are indexed to the Company’s stock and are accounted for as freestanding financial instruments. Upon initial purchase, the 2025 Notes Hedges and 2026 Notes Hedges were recorded as a reduction in additional paid-in capital within stockholders’ equity of $48.9 million and $66.1 million, respectively, partially offset by the deferred tax effect of $12.6 million and $16.8 million, respectively. In August and November 2020, in connection with the 2023 Notes Partial Repurchase, the Company terminated 2023 Notes Hedges corresponding to approximately 3.7 million shares for cash proceeds of $50.1 million . The proceeds were recorded as an increase to additional paid-in capital within stockholders' equity. In August 2021, in connection with the Final 2023 Notes Repurchase, the Company terminated the remainder of the 2023 Notes Hedges corresponding to approximately 0.1 million shares for cash proceeds of $6.1 million . The proceeds were recorded as an increase to additional paid-in capital within stockholders' equity. In November and December 2021, in connection with the 2025 Notes Partial Repurchase, the Company partially repurchased 2025 Notes Hedges corresponding to approximately 4.0 million shares for cash proceeds of $375.2 million. The proceeds were recorded as an increase to additional paid-in capital within stockholders’ equity. Convertible Notes Warrants In connection with the issuance of the 2026 Notes, 2025 Notes, and 2023 Notes, the Company also sold net-share-settled warrants (the “2026 Notes Warrants”, the “2025 Notes Warrants”, and the “2023 Notes Warrants,” respectively, and together, the “Notes Warrants”) in privately negotiated transactions with the Option Counterparties. The strike price of the 2026 Notes Warrants, 2025 Notes Warrants, and 2023 Notes Warrants was appr oximately $295.29, $81.05, and $46.62 per share, respectively, and is subject to certain adjustments under the terms of their respective Notes Warrants. As a result of the 2026 Notes Warrants, 2025 Notes Warrants, and 2023 Notes Warrants and related transactions, the Company is required to recognize incremental dilution of earnings per share to the extent the average share pr ice for any fiscal quarter is over $295.29 for the 2026 Notes Warrants, $81.05 for the 2025 Notes Warrants, and $46.62 for the 2023 Notes Warrants. The 2026 Notes Warrants and the 2025 Notes Warrants expire over a period of 80 trading days commencing on February 15, 2027 and over a period of 100 trading days commencing on November 1, 2025, respectively, and may be settled in net shares of common stock or net cash at the Company’s election. Upon initial sale, the 2025 Notes Warrants and the 2026 Notes Warrants were recorded as an increase in additional paid-in capital within stockholders’ equity of $22.2 million and $23.4 million , respectively. In August and November 2020, in connection with the 2023 Notes Partial Repurchase, the Company repurchased a portion of the 2023 Notes Warrants through a cash payment of $43.0 million |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Significant components of the provision for income taxes are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Current: Federal $ 16,006 $ 6,010 $ 5,000 State 2,767 2,433 2,724 Foreign 4,281 3,293 1,051 Total current 23,054 11,736 8,775 Deferred: Federal (8,285) 574 1,570 State (2,425) 171 467 Foreign (1,952) (2,333) 4 Total deferred (12,662) (1,588) 2,041 Total provision for income taxes $ 10,392 $ 10,148 $ 10,816 The components of pretax income for the years ended December 31, 2021, 2020 and 2019 are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Domestic $ 56,299 $ 36,747 $ 43,330 Foreign 6,184 3,582 4,611 Total $ 62,483 $ 40,329 $ 47,941 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred taxes as of December 31, 2021 and 2020 are as follows (in thousands): December 31, 2021 2020 Deferred tax assets: Accrued liabilities $ 7,044 $ 1,473 Operating lease liabilities 6,365 7,195 Allowance for Doubtful Accounts 605 273 Foreign exchange adjustment 1,257 — Net operating losses 118 203 Deferred compensation liability 1,786 2,511 Interest limitation 8,107 — Intangible assets — 1,844 Total deferred tax assets 25,282 13,499 Deferred tax liabilities: Prepaid expenses 1,081 1,216 Foreign exchange adjustments — 1,828 Operating lease right-of-use assets 5,812 6,909 Goodwill and intangible assets 28,534 23,027 Fixed assets 1,614 1,430 Total deferred tax liabilities 37,041 34,410 Net deferred tax liability $ 11,759 $ 20,911 Management regularly assesses the likelihood that deferred tax assets will be recovered from future taxable income. To the extent management believes that it is more likely than not that a deferred tax asset will not be realized, a valuation allowance is established. Management believes it is more likely than not that the Company will generate sufficient taxable income in future years to realize the benefits of its deferred tax assets. As of December 31, 2021 , the Company had U.S. federal tax gross net operating loss carry forwards of approximately $0.5 million that will begin to expire in 2023 if not utilized. Utilization of net operating losses may be subject to an annual limitation due to the “change in ownership” provisions of the Code. The annual limitation may result in the expiration of net operating losses before utilization. The federal corporate statutory tax rate is reconciled to the Company’s effective income tax rate as follows: Year Ended December 31, 2021 2020 2019 Federal statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit 3.2 5.2 4.3 Effect of foreign operations 1.7 0.5 0.2 Stock compensation (5.2) (0.3) (1.0) Non-deductible acquisition costs 1.0 3.1 0.2 Research and development tax credit (4.8) (3.9) (1.8) Other (0.3) (0.4) (0.3) Effective tax rate 16.6 % 25.2 % 22.6 % The effective income tax rate decreased to 16.6% for the year ended December 31, 2021 from 25.2% for the year ended December 31, 2020 primarily due to an increase in stock compensation deductions and a decrease in non-deductible transaction costs compared to the prior year. The undistributed earnings of our foreign subsidiaries are indefinitely reinvested, except in certain designated jurisdictions. We have not recognized a deferred tax liability on the undistributed earnings that are considered indefinitely reinvested. If these earnings were distributed, we would be subject to non-U.S. withholding taxes. As of December 31, 2021, undistributed earnings of approximately $19.5 million were indefinitely reinvested in foreign operations and the unrecognized deferred tax liability on these undistributed earnings was approximately $1.3 million. As of December 31, 2021, the Company had $17.0 million of gross unrecognized tax benefits, which would have had a $12.2 million impact on the effective rate, if recognized. As of December 31, 2020, the Company had $7.1 million of gross unrecognized tax benefits, all of which have an impact on the effective rate, if recognized. A reconciliation of beginning and ending amounts of gross unrecognized tax benefits is as follows (in thousands): December 31, 2021 2020 Balance at beginning of year $ 7,084 $ 4,665 Additions based on tax positions related to current year 6,934 1,102 Additions based on tax positions related to prior years 2,970 1,317 Balance at end of year $ 16,988 $ 7,084 We recognize interest and penalty expense related to unrecognized tax positions as a component of the income tax provision. For the years ended December 31, 2021 and 2020, we recognized interest expense of approximately $0.4 million and $0.3 million, respectively. As of December 31, 2021 and 2020, interest and penalties accrued were $2.1 million and $0.9 million, respectively. The Company’s 2016-2019 U.S. income tax returns are currently under examination by the IRS. The IRS has sought to disallow research credits of $5.7 million on the Company’s 2011 through 2015 U.S. income tax returns. The Company has exhausted all administrative appeals and formal mediation and has filed suit to resolve this dispute. The Company is awaiting a court date to be set by the U.S. Tax Court for the 2011 through 2013 returns. The Company believes the research credits taken are appropriate and intends to vigorously defend its position. An amount of adjustment, if any, and the timing of such adjustment are not reasonably possible to estimate at this time. The total amount of research credits taken or expected to be taken in the Company’s income tax returns for 2011 through 2021 is $26.9 million. The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. Our federal tax return for tax years 2016 and later remain subject to examination by the IRS. Our state and foreign income tax returns for the tax years 2011 and later remain subject to examination by various state and foreign tax authorities. |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | DerivativesIn 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. Derivative 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 we re a net loss of $1.2 million during the year ended December 31, 2021, a net gain of $0.7 million during the year ended December 31, 2020, and were immaterial during the year ended Dec ember 31, 2019. Gains and losses on these contracts are recorded in net other expense (income) and net interest expense in the Consolidated Statements of Operations 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): December 31, 2021 2020 Derivatives not designated as hedges Foreign exchange contracts $ 24,223 $ 16,008 Total derivatives not designated as hedges $ 24,223 $ 16,008 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 the Company. 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 Consolidated Balance Sheets, the Company records derivative assets and liabilities at fair value. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements 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 carrying value of cash and cash equivalents, accounts receivable, accounts payable, current liabilities and the revolving line of credit approximate fair value because of the short maturity of these instruments. All highly liquid investments with maturities at date of purchase of three months or less are considered to be cash equivalents. Based on their short-term nature, the carrying value of cash equivalents approximate their fair value. As of December 31, 2021 and December 31, 2020, $12.1 million and $66.0 million, respectively of the Company’s cash and cash equivalents balance related to money-market fund investments. These short-term money-market funds are considered Level 1 investments. The Company has a deferred compensation plan, which is funded through company-owned life insurance (“COLI”) policies. The COLI asset is carried at fair value derived from quoted market prices of investments within the COLI policies, which are considered Level 2 inputs. Refer to Note 11, Employee Benefit Plans , for the fair value of the COLI asset as of December 31, 2021 and 2020. The Company estimates the fair value of each foreign exchange forward contract by using the present value of expected cash flows. The estimate takes into account the difference between the current market forward price and 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 hierarchy. The fair value of the Company’s derivative instruments outstanding as of December 31, 2021 and 2020 was immaterial. The Company has contingent consideration liabilities related to acquisitions which are measured on a recurring basis and recorded at fair value, determined using the discounted cash flow method. The inputs used to calculate the fair value of the contingent considerat ion liabilities are considered to be Level 3 inputs due to the lack of relevant market activity and significant management judgment. For acquisitions during the year ended December 31, 2021, k ey unobservable inputs included revenue growth rates, which ranged from 36% to 76%, and volatility rates, which ranged from 5% to 6% for revenue and were 17% for earnings. For acquisitions during the year ended December 31, 2020 , key observable inputs included revenue growth rates, which ranged from 5% to 15% , and volatility rates, which ranged from 4% to 5% for revenue and 19% to 37% for earnings. An increase in future revenue and earnings may result in a higher estimated fair value while a decrease in future revenue and earnings may result in a lower estimated fair value of the contingent consideration liabilities. Remeasurements to fair value are recorded in adjustment to fair value of contingent consideration in the Consolidated Statements of Operations. Refer to Note 7, Balance Sheet Components , for the estimated fair value of the contingent consideration liabilities as of December 31, 2021 and 2020. The fair value of the Notes is measured using quoted price inputs. The Notes are not actively traded, and thus the price inputs represent a Level 2 measurement. As the quoted price inputs are highly variable from day to day, the fair value estimates could significantly increase or decrease. The Notes are carried at their principal amount less unamortized debt discount and issuance costs, and are not carried at fair value at each period end. The original debt discount was calculated at a market interest rate for nonconvertible debt at the time of issuance, which represented a Level 3 fair value measurement based on inputs that ranged from 5.2% to 7.9% for the 2025 Notes and 3.8% to 4.0% for the 2026 Notes. The |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Leases | Leases The Company leases office space under various operating lease agreements, which have remaining lease terms of less than one year to seven years. The following discussion relates to the Company’s lease accounting policy, effective January 1, 2019, under ASC Topic 842. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease ROU assets, other current liabilities, and operating lease liabilities on the consolidated balance sheet. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. In determining the expected lease term, the majority of the Company’s renewal options are not reasonably certain based on conditions of the Company’s existing leases and its overall business strategies. The Company will periodically reassess expected lease terms based on significant triggering events or compelling economic reasons to exercise renewal options. The Company utilizes its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Operating lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company accounts for lease and non-lease components as a single lease component. Supplemental balance sheet information related to leases was as follows (in thousands): December 31, 2021 December 31, 2020 Other current liabilities $ 11,543 $ 10,321 Operating lease liabilities 23,898 29,098 Total $ 35,441 $ 39,419 Future minimum lease payments under non-cancellable leases as of December 31, 2021 were as follows (in thousands): December 31, 2021 2022 $ 10,384 2023 8,831 2024 6,784 2025 5,247 2026 2,770 Thereafter 4,103 Total future lease payments 38,119 Less implied interest (2,678) Total $ 35,441 Operating lease expense for the years ended December 31, 2021, 2020, and 2019 was $13.0 million, $12.2 million, and $9.9 million respectively, of wh ich $1.3 million, $1.5 million , and $1.3 million related to variable lease payments. Short term lease payments were immaterial for the years ended December 31, 2021, 2020 and 2019. Operating cash flows for amounts included in the measurement of the Company’s operating lease liabilities for the years ended December 31, 2021, 2020 and 2019 w ere $10.3 million, $10.8 million , and $8.3 million respectively. ROU assets obtained in exchange for lease liabilities during the years ended December 31, 2021, 2020, and 2019 were $5.4 million, $20.1 million , and $12.7 million respectively. The weighted average remaining lease term of the Company’s operating leases as of December 31, 2021, 2020 an d 2019 was 4 years, 5 years, and 4 years, respectively, and the weighted average incremental borrowing rate as of December 3 1, 2021, 2020 and 2019 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and ContingenciesFrom time to time the Company is involved in legal proceedings, claims and litigation related to employee claims, contractual disputes and taxes in the ordinary course of business. Although the Company cannot predict the outcome of such matters, currently the Company has no reason to believe the disposition of any current matter could reasonably be expected to have a material adverse impact on the Company’s financial position, results of operations or the ability to carry on any of its business activities. |
Quarterly Financial Results (Un
Quarterly Financial Results (Unaudited) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Results (Unaudited) | Quarterly Financial Results (Unaudited)The following tables set forth certain unaudited supplemental quarterly financial information for the years ended December 31, 2021 and 2020. The quarterly operating results are not necessarily indicative of future results of operations (in thousands except per share data). Three Months Ended, March 31, 2021 June 30, 2021 September 30, 2021 December 31, 2021 (Unaudited) Total revenues $ 169,341 $ 184,136 $ 192,820 $ 214,730 Total cost of revenues 106,062 113,180 118,260 131,311 Income from operations 20,206 26,094 28,014 31,618 Income (loss) before income taxes 16,788 22,718 24,180 (1,203) Net income 13,593 16,573 17,396 4,529 Basic net income per share 0.43 0.52 0.54 0.14 Diluted net income per share 0.41 0.49 0.48 0.13 Three Months Ended, March 31, 2020 June 30, 2020 September 30, 2020 December 31, 2020 (Unaudited) Total revenues $ 145,562 $ 146,339 $ 157,678 $ 162,554 Total cost of revenues 93,217 91,155 96,704 99,647 Income from operations 12,436 11,739 15,665 15,414 Income before income taxes 10,503 9,693 8,529 11,604 Net income 8,974 6,609 6,177 8,421 Basic net income per share 0.28 0.21 0.19 0.27 Diluted net income per share 0.27 0.20 0.19 0.26 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Consolidation | The Company is incorporated in Delaware. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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 The Company recognizes revenues in accordance with Accounting Standards Codification (“ASC”) Topic 606 , Revenue from Contracts with Customers. See Note 3, Revenues, for information regarding the Company’s revenue recognition accounting policies. The Company’s revenues consist of services and software and hardware sales. In accordance with ASC Topic 606, revenues are recognized when control of services or goods are transferred to clients, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services or goods. Services Revenues Services revenues are primarily comprised of professional services that include developing, implementing, automating and extending business processes, technology infrastructure, and software applications. The Company’s professional services span multiple industries, platforms and solutions; however, the Company has remained relatively diversified and does not believe that it has significant revenue concentration within any single industry, platform or solution. Professional services revenues are recognized over time as services are rendered. Most projects are performed on a time and materials basis, while a portion of revenues is derived from projects performed on a fixed fee or fixed fee percent complete basis. For time and material contracts, revenues are generally recognized and invoiced by multiplying the number of hours expended in the performance of the contract by the hourly rates. For fixed fee contracts, revenues are generally recognized and invoiced by multiplying the fixed rate per time period established in the contract by the number of time periods elapsed. For fixed fee percent complete contracts, revenues are generally recognized using an input method based on the ratio of hours expended to total estimated hours, and 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 is worked 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 revenue once the Company verifies all other revenue recognition criteria have been met, and the amount is classified as a receivable as the right to consideration is unconditional at that point. Amounts invoiced in excess of revenues recognized are contract liabilities, which are classified as deferred revenues in the Consolidated Balance Sheet. The term between invoicing and payment due date is not significant. 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. Certain contracts may include volume discounts or holdbacks, which are accounted for as variable consideration, but are not typically significant. The Company estimates variable consideration based on historical experience and forecasted sales and includes the variable consideration in the transaction price. Other services revenues are comprised of hosting fees, partner referral fees, maintenance agreements, training and internally developed software-as-a-service (“SaaS”) sales. Revenues from hosting fees, maintenance agreements, training and internally developed SaaS sales are generally recognized over time using a time-based measure of progress as services are rendered. Partner referral fees are recorded at a point in time upon meeting specified requirements to earn the respective fee. On many professional service projects, the Company is also reimbursed for out-of-pocket expenses including travel and other project-related expenses. These reimbursements are included as a component of the transaction price of the respective professional services contract and are invoiced as the expenses are incurred. The Company structures its professional services arrangements to recover the cost of reimbursable expenses without a markup. Software and Hardware Revenues Software and hardware revenues are comprised of third-party software and hardware resales, in which the Company is considered the agent, and sales of internally developed software, in which the Company is considered the principal. Third-party software and hardware revenues are recognized and invoiced when the Company fulfills its obligation to arrange the sale, which occurs when the purchase order with the vendor is executed and the customer has access to the software or the hardware has been shipped to the customer. Internally developed software revenues are recognized and invoiced when control is transferred to the customer, which occurs when the software has been made available to the customer and the license term has commenced. Revenues from third-party software and hardware sales are recorded on a net basis, while revenues from internally developed software sales are recorded on a gross basis. There are no significant cancellation or termination-type provisions for the Company’s software and hardware sales, and the term between invoicing and payment due date is not significant. 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. Arrangements with Multiple Performance Obligations Arrangements with clients may contain multiple promises such as delivery of software, hardware, professional services or post-contract support services. These promises are accounted for as separate performance obligations if they are distinct. For arrangements with clients that contain multiple performance obligations, the transaction price is allocated to the separate performance obligations based on estimated relative standalone selling price, which is estimated by the expected cost plus a margin approach, taking into consideration market conditions and competitive factors. Because contracts that contain multiple performance obligations are typically short term due to the contract cancellation provisions, the allocation of the transaction price to the separate performance obligations is not considered a significant estimate. Contract Costs In accordance with the terms of the Company’s sales commission plan, commissions are not earned until the related revenue is recognized. Therefore, sales commissions are expensed as they are earned. Certain sales incentives are accrued based on achievement of specified bookings goals. For these incentives, the Company applies the practical expedient that allows the Company to expense the incentives as incurred, since the amortization period would have been one year or less. |
Allowance for Doubtful Accounts | Allowance for Credit Losses As of January 1, 2020, the Company estimates its allowance for credit losses in accordance with ASC Topic 326, Financial Instruments - Credit Losses . See Note 8, Allowance for Credit Losses , for information regarding the Company’s accounting policies related to the allowance for credit losses. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC Subtopic 740-10, Income Taxes (“ASC Subtopic 740-10”) , and ASC Section 740-10-25, Income Taxes – Recognition (“ASC Section 740-10-25”). ASC Subtopic 740-10 prescribes the use of the asset and liability method whereby deferred tax asset and liability account balances are determined |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation is accounted for in accordance with ASC Topic 718, Compensation – Stock Compensation . Under this guidance, the Company recognizes share-based compensation ratably using the straight-line attribution method over the requisite service period, which is generally three years. The fair value of restricted stock awards is based on the value of the Company’s common stock on the date of the grant. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of all cash balances and liquid investments with original maturities of three months or less. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Depreciation of property and equipment is computed using the straight-line method over the useful lives of the assets (generally one |
Goodwill and Intangible Assets | 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 (“ASC Topic 350”), the Company performs an annual impairment review in the fourth quarter and more frequently if events or changes in circumstances indicate that goodwill might be impaired. The Company has one reporting unit for purposes of the goodwill impairment review. ASC Topic 350 permits an assessment of qualitative factors to determine whether it is more likely than not that the fair value is less than the carrying amount of the Company before applying the quantitative goodwill impairment test. If it is more likely than not that the fair value is less than the carrying amount of the Company, the quantitative goodwill impairment test will be conducted to detect and measure any impairment. Based upon the Company’s qualitative assessment, it is more likely than not that the fair value of the Company is greater than its carrying amount. No impairment charges were recorded for 2021, 2020 or 2019. Other intangible assets include customer relationships, non-compete arrangements, trade names, customer backlog, and developed software, which are being amortized over the assets’ estimated useful lives using the straight-line method. Estimated useful lives range from one year to 10 years. Amortization of customer relationships, non-compete arrangements, trade names, customer backlog, and developed software is considered an operating expense and is included in “Amortization” in the accompanying Consolidated Statements of Operations. 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. Other intangible assets are evaluated for impairment upon the occurrence of events or changes in circumstances indicating that the carrying amount of an asset may not be recoverable. No impairment of intangible assets or other long-lived assets was recorded for 2021, 2020 or 2019. |
Purchase Accounting and Related Fair Value Measurements | Purchase Accounting and Related Fair Value Measurements The Company allocates the purchase price, including contingent consideration, of its acquisitions to the assets and liabilities acquired, including identifiable intangible assets, based on their respective fair values at the date of acquisition. Such fair market value assessments are primarily based on third-party valuations using assumptions developed by management that require significant judgments and estimates that can change materially as additional information becomes available. The purchase price allocated to intangibles is based on unobservable factors, including but not limited to, projected revenues, expenses, customer attrition rates, royalty rates, and weighted average cost of capital, among others. The weighted average cost of capital uses a market participant’s cost of equity and after-tax cost of debt and reflects the risks inherent in the cash flows. The approach to valuing the initial contingent consideration associated with the purchase price also uses similar unobservable factors such as projected revenues and expenses over the term of the contingent earn-out period, discounted for the period over which the initial contingent consideration is measured, and volatility rates. Based upon these assumptions, the contingent consideration is then valued using a Monte Carlo simulation. The Company finalizes the purchase price allocation once certain initial accounting valuation estimates are finalized, and no later than 12 months following the acquisition date. |
Financial Instruments | Financial Instruments Cash equivalents, accounts receivable, accounts payable, and other accrued liabilities are stated at amounts which approximate fair value due to the near term maturities of these instruments. The Company’s long-term debt balance related to its 2.375% Convertible Senior Notes Due 2023 (“2023 Notes”), 1.250% Convertible Senior Notes Due 2025 (“2025 Notes”), and 0.125% Convertible Senior Notes Due 2026 (“2026 Notes”) are carried at their principal amount less unamortized debt discount and issuance costs, and are not carried at fair value at each period end. See Note 12, Long-Term Debt, for information regarding the Company’s convertible debt accounting policies. The Company, when deemed appropriate, uses derivatives as a risk management tool to mitigate the potential impact of foreign currency exchange rate risk. Both the gain or loss on 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. All derivatives are carried at fair value in the consolidated balance sheets. See Note 14, Derivatives , for additional information regarding the Company’s derivative financial instruments. |
Treasury Stock | Treasury Stock The Company uses the cost method to account for repurchases of its own stock. |
Segment and Geographic Information | Segment and Geographic Information The Company operates as one reportable operating segment according to ASC Topic 280, Segment Reporting , which establishes standards for the way that business enterprises report information about operating segments. The chief operating decision maker formulates decisions about how to allocate resources and assess performance based on consolidated financial results. During each of the years ended December 31, 2021, 2020 and 2019, approximately 97%, 98%, and 98% of the Company’s revenues were derived from clients in the United States. As of December 31, 2021 and 2020, 33% and 20%, respectively, of the Company’s non-current assets were located outside the United States, the majority of which were comprised of goodwill and other intangible assets from acquisitions outside of the United States. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases , which supersedes ASC Topic 840, Leases, and creates a new topic, ASC Topic 842, Leases . During the year end December 31, 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases , ASU 2018-11, Leases – Targeted Improvement , and ASU 2018-20, Leases (Topic 842): Narrow Scope Improvements for Lessors which further amended ASU No. 2016-02. These updates require lessees to recognize lease liabilities and right of use (“ROU”) assets for all leases, including operating leases, with a term greater than 12 months on its balance sheet. The Company adopted ASC Topic 842 as of January 1, 2019 using the modified retrospective transition method provided by ASU No. 2018-11. The Company elected the package of practical expedients granted by ASU No. 2016-2 and did not reassess whether existing contracts contained a lease, the classification of existing leases, and unamortized indirect costs as of January 1, 2019. The Company also elected the practical expedient related to the combination of lease and non-lease components and included fixed payments related to common area maintenance expense for the Company’s office leases in the measurement of the Company’s ROU assets and lease liabilities. There was no impact on net income, cash flows or net assets as a result of adoption. Refer to Note 16, Leases , for additional disclosures resulting from the adoption of ASU No. 2016-02 and its amendments. In June 2016, the FASB issued ASU No. 2016-13, which amended the guidance of ASC Topic 326, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU No. 2016-13 requires the immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, including trade receivables. The Company adopted this ASU on January 1, 2020 using a modified retrospective approach, which allows the impact of adoption to be recorded through a cumulative effect adjustment to retained earnings without restating comparative periods. The cumulative effect adjustment for adoption of ASU No. 2016-13 resulted in a decrease of $0.4 million in Accounts receivable, net, and a decrease of $0.3 million in Retained earnings, net of tax, as of January 1, 2020. Refer to Note 8, Allowance for Credit Losses , for additional disclosures resulting from the adoption of ASU No. 2016-13. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) , which simplifies the accounting for convertible instruments. The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments, requiring bifurcation only if the convertible debt feature qualifies as a derivative or for convertible debt issued at a substantial premium. The ASU removes certain settlement conditions required for equity contracts to qualify for the derivative scope exception, permitting more contracts to qualify for the exception. In addition, the guidance eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. The ASU is effective for annual reporting periods beginning after December 15, 2021, including interim reporting periods within those annual periods, with early adoption permitted no earlier than the fiscal year beginning after December 15, 2020. The ASU allows entities to use a modified or full retrospective transition method. Under the modified approach, entities will apply the guidance to all financial instruments that are outstanding as of the beginning of the year of adoption with the cumulative effect recognized as an adjustment to the opening balance of retained earnings. Under the full retrospective method, entities will apply the guidance to all outstanding financial instruments for each prior reporting period presented. The Company adopted this ASU on January 1, 2022 under the modified retrospective method of transition. Upon adoption, the Company expects to initially record a $2.1 million cumulative-effect adjustment to the opening balance of retained earnings on the consolidated balance sheet, largely due to the reduction in non-cash interest expense associated with the historical separation of debt and equity components for the Notes. The Company also expects an increase to long-term debt, net of $66.2 million, a net change in the deferred tax balance of $16.8 million, and a decrease to additional paid-in capital of $51.5 million due to no longer separating the embedded conversion feature of the Notes. Upon adoption, the Company expects interest expense recognized will be reduced as a result of accounting for the convertible debt instrument as a single liability measured at its amortized cost. The Company does not expect this adoption to have a material impact on the consolidated statement of cash flows. Upon adoption, the Company will prospectively utilize the if-converted method to calculate the impact of convertible instruments on diluted earnings per share. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Subtopic 805) , which requires an acquirer to recognize and measure contract assets and liabilities acquired in a business combination in accordance with Revenue from Contracts with Customers (Topic 606) rather than adjust them to fair value at the acquisition date. The Company will adopt this ASU on January 1, 2023. The Company is current evaluating the related impact of the new guidance on its financial statements. |
Earnings Per Share | Basic earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share includes the weighted average number of common shares outstanding and the number of equivalent shares which would be issued related to unvested restricted stock, convertible senior notes, warrants, and acquisition consideration using the treasury method, unless such additional equivalent shares are anti-dilutive. |
Derivatives | 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 we re a net loss of $1.2 million during the year ended December 31, 2021, a net gain of $0.7 million during the year ended December 31, 2020, and were immaterial during the year ended Dec ember 31, 2019. Gains and losses on these contracts are recorded in net other expense (income) and net interest expense in the Consolidated Statements of Operations and are offset by losses and gains on the related hedged items. |
Fair Value Measurement | 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 carrying value of cash and cash equivalents, accounts receivable, accounts payable, current liabilities and the revolving line of credit approximate fair value because of the short maturity of these instruments. All highly liquid investments with maturities at date of purchase of three months or less are considered to be cash equivalents. Based on their short-term nature, the carrying value of cash equivalents approximate their fair value. As of December 31, 2021 and December 31, 2020, $12.1 million and $66.0 million, respectively of the Company’s cash and cash equivalents balance related to money-market fund investments. These short-term money-market funds are considered Level 1 investments. The Company has a deferred compensation plan, which is funded through company-owned life insurance (“COLI”) policies. The COLI asset is carried at fair value derived from quoted market prices of investments within the COLI policies, which are considered Level 2 inputs. Refer to Note 11, Employee Benefit Plans , for the fair value of the COLI asset as of December 31, 2021 and 2020. The Company estimates the fair value of each foreign exchange forward contract by using the present value of expected cash flows. The estimate takes into account the difference between the current market forward price and 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 hierarchy. The fair value of the Company’s derivative instruments outstanding as of December 31, 2021 and 2020 was immaterial. The Company has contingent consideration liabilities related to acquisitions which are measured on a recurring basis and recorded at fair value, determined using the discounted cash flow method. The inputs used to calculate the fair value of the contingent considerat ion liabilities are considered to be Level 3 inputs due to the lack of relevant market activity and significant management judgment. For acquisitions during the year ended December 31, 2021, k ey unobservable inputs included revenue growth rates, which ranged from 36% to 76%, and volatility rates, which ranged from 5% to 6% for revenue and were 17% for earnings. For acquisitions during the year ended December 31, 2020 , key observable inputs included revenue growth rates, which ranged from 5% to 15% , and volatility rates, which ranged from 4% to 5% for revenue and 19% to 37% for earnings. An increase in future revenue and earnings may result in a higher estimated fair value while a decrease in future revenue and earnings may result in a lower estimated fair value of the contingent consideration liabilities. Remeasurements to fair value are recorded in adjustment to fair value of contingent consideration in the Consolidated Statements of Operations. Refer to Note 7, Balance Sheet Components , for the estimated fair value of the contingent consideration liabilities as of December 31, 2021 and 2020. The fair value of the Notes is measured using quoted price inputs. The Notes are not actively traded, and thus the price inputs represent a Level 2 measurement. As the quoted price inputs are highly variable from day to day, the fair value estimates could significantly increase or decrease. The Notes are carried at their principal amount less unamortized debt discount and issuance costs, and are not carried at fair value at each period end. The original debt discount was calculated at a market interest rate for nonconvertible debt at the time of issuance, which represented a Level 3 fair value measurement based on inputs that ranged from 5.2% to 7.9% for the 2025 Notes and 3.8% to 4.0% for the 2026 Notes. The |
Leases | The Company leases office space under various operating lease agreements, which have remaining lease terms of less than one year to seven years. The following discussion relates to the Company’s lease accounting policy, effective January 1, 2019, under ASC Topic 842. |
Commitments and Contingencies | From time to time the Company is involved in legal proceedings, claims and litigation related to employee claims, contractual disputes and taxes in the ordinary course of business. Although the Company cannot predict the outcome of such matters, currently the Company has no reason to believe the disposition of any current matter could reasonably be expected to have a material adverse impact on the Company’s financial position, results of operations or the ability to carry on any of its business activities. |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables present revenue disaggregated by revenue source and pattern of revenue recognition (in thousands): Year Ended December 31, 2021 Over Time Point In Time Total Revenues Time and materials contracts $ 577,674 $ — $ 577,674 Fixed fee percent complete contracts 49,117 — 49,117 Fixed fee contracts 107,698 — 107,698 Reimbursable expenses 10,677 — 10,677 Total professional services fees 745,166 — 745,166 Other services revenue* 11,320 2,236 13,556 Total services 756,486 2,236 758,722 Software and hardware — 2,305 2,305 Total revenues $ 756,486 $ 4,541 $ 761,027 Year Ended December 31, 2020 Over Time Point In Time Total Revenues Time and materials contracts $ 436,466 $ — $ 436,466 Fixed fee percent complete contracts 51,752 — 51,752 Fixed fee contracts 95,237 — 95,237 Reimbursable expenses 10,110 — 10,110 Total professional services fees 593,565 — 593,565 Other services revenue* 13,536 2,482 16,018 Total services 607,101 2,482 609,583 Software and hardware — 2,550 2,550 Total revenues $ 607,101 $ 5,032 $ 612,133 Year Ended December 31, 2019 Over Time Point In Time Total Revenues Time and materials contracts $ 384,422 $ — $ 384,422 Fixed fee percent complete contracts 41,484 — 41,484 Fixed fee contracts 104,056 — 104,056 Reimbursable expenses 15,474 — 15,474 Total professional services fees 545,436 — 545,436 Other services revenue* 13,604 2,878 16,482 Total services 559,040 2,878 561,918 Software and hardware — 3,609 3,609 Total revenues $ 559,040 $ 6,487 $ 565,527 * Other services revenue primarily consists of hosting fees, maintenance, training, internally developed SaaS and partner referral fees. The following table presents revenue disaggregated by geographic area, as determined by the billing address of customers (in thousands): Year Ended December 31, 2021 2020 2019 United States $ 738,298 $ 599,236 $ 552,357 Other countries 22,729 12,897 13,170 Total revenues $ 761,027 $ 612,133 $ 565,527 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Restricted Stock Activity | Restricted stock activity for the year ended December 31, 2021 was as follows (in thousands, except fair value information): Shares Weighted-Average Restricted stock awards outstanding at December 31, 2020 905 $ 35.34 Awards granted (1) 276 $ 76.48 Awards vested (2) (473) $ 31.92 Awards forfeited (66) $ 37.40 Restricted stock awards outstanding at December 31, 2021 642 $ 55.34 (1) The weighted average grant date fair value of shares granted during 2020 and 2019 was $41.07 and $33.38, respectively. (2) The total fair value of restricted shares vested during the years ended December 31, 2021, 2020 and 2019 was $44.1 million , $24.6 million and $23.3 million, respectively. |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
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): Year Ended December 31, 2021 2020 2019 Net income $ 52,091 $ 30,181 $ 37,125 Basic: Weighted-average shares of common stock outstanding 32,202 31,793 31,344 Shares used in computing basic net income per share 32,202 31,793 31,344 Effect of dilutive securities: Restricted stock subject to vesting 559 417 673 Shares issuable for conversion of convertible senior notes 1,564 52 — Shares issuable for acquisition consideration (1) 198 254 226 Shares issuable for exercise of warrants 147 — — Shares used in computing diluted net income per share 34,670 32,516 32,243 Basic net income per share $ 1.62 $ 0.95 $ 1.18 Diluted net income per share $ 1.50 $ 0.93 $ 1.15 (1) For the year ended December 31, 2021, this represents the shares held in escrow pursuant to: (i) the Asset Purchase Agreement with Zeon Solutions Incorporated and certain related entities (collectively, “Zeon”); (ii) the Asset Purchase Agreement with MedTouch LLC (“MedTouch”); (iii) the Asset Purchase Agreement with Catalyst Networks, Inc. (“Brainjocks”); (iv) the Stock Purchase Agreement with the shareholders of Productora de Software S.A.S. (“PSL”); (v) the Purchase Agreement with Talos (as defined in Note 9 - Business Combinations); and (vi) the Stock Purchase Agreement with the shareholders of Izmul S.A. (“Overactive”), as part of the consideration. For the year ended December 31, 2020, this represents the shares held in escrow pursuant to: (i) the Asset Purchase Agreement with RAS & Associates, LLC (“RAS”); (ii) the Asset Purchase Agreement with Zeon; (iii) the Asset Purchase Agreement with Stone Temple Consulting Corporation (“Stone Temple”); (iv) the Asset Purchase Agreement with Sundog Interactive, Inc. (“Sundog”); (v) the Asset Purchase Agreement with MedTouch; (vi) the Asset Purchase Agreement with Brainjocks; and (vii) the Stock Purchase Agreement with the shareholders of PSL, as part of the consideration. For the year ended December 31, 2019, this represents the shares held in escrow pursuant to: (i) the Asset Purchase Agreement with Zeon; (ii) the Asset Purchase Agreement with RAS; (iii) the Asset Purchase Agreement with Southport Services Group, LLC (“Southport”); (iv) the Asset Purchase Agreement with Stone Temple; (v) the Agreement and Plan of Merger with Elixiter, Inc. (“Elixiter”); and (vi) the Asset Purchase Agreement with Sundog, as part of the consideration. |
Schedule of Antidilutive Securities | The number of anti-dilutive securities not included in the calculation of diluted net income per share were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Restricted stock subject to vesting — 2 26 Convertible senior notes 1,980 4,451 3,823 Warrants related to the issuance of convertible senior notes 1,980 8,275 3,823 Total anti-dilutive securities 3,960 12,728 7,672 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Accounts Receivable | December 31, 2021 2020 (In thousands) Accounts receivable: Billed accounts receivable, net $ 120,892 $ 85,998 Unbilled revenues, net 56,710 47,087 Total $ 177,602 $ 133,085 |
Property and Equipment | Property and equipment: Computer hardware (useful life of 3 years) $ 21,382 $ 15,640 Furniture and fixtures (useful life of 5 years) 4,599 4,597 Leasehold improvements (useful life of 5 years) 7,850 6,607 Software (useful life of 1 to 7 years) 6,018 5,342 Less: Accumulated depreciation (25,102) (20,284) Total $ 14,747 $ 11,902 |
Other Current Liabilities | Other current liabilities: Accrued variable compensation $ 31,244 $ 27,527 Deferred revenues 8,167 9,422 Estimated fair value of contingent consideration liability (Note 9) 21,644 33,943 Current operating lease liabilities 11,543 10,321 Deferred employer FICA payments — 5,523 Payroll related costs 9,523 5,738 Professional fees 1,727 736 Accrued medical claims expense 2,605 2,405 Accrued IT expenses 1,776 1,964 Other current liabilities 5,648 5,688 Total $ 93,877 $ 103,267 |
Other Non-Current Liabilities | December 31, 2021 2020 (In thousands) Other non-current liabilities: Deferred income taxes $ 13,075 $ 20,911 Deferred employer FICA payments — 5,523 Other non-current liabilities 3,462 2,434 Reserve for uncertain tax positions 19,127 8,009 Non-current software accrual 2,710 5,748 Deferred compensation liability 9,458 7,456 Total $ 47,832 $ 50,081 |
Allowance for Doubtful Accoun_2
Allowance for Doubtful Accounts (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Valuation Allowance [Abstract] | |
Allowance For Doubtful Accounts | Activity in the allowance for credit losses is summarized as follows for the years presented (in thousands): Year Ended December 31, 2021 2020 2019 Balance at December 31 $ 1,065 $ 464 $ 810 Impact of ASU No. 2016-13 adoption — 423 — Opening balance at January 1 1,065 887 810 Charges to expense, net of recoveries 1,801 855 428 Other (1) 78 (677) (774) Balance at December 31 $ 2,944 $ 1,065 $ 464 (1) Other is primarily related to uncollected balances written off, business acquisitions and currency translation adjustments. |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Allocation of Total Purchase Price Consideration | The acquisition date fair value of the consideration transferred for the 2021 acquisitions consisted of the following (in millions): Talos Overactive Cash $ 14.9 $ 93.9 Company common stock issued at closing 3.8 2.5 Contingent consideration (1) 9.0 (2) 12.6 (3) Net working capital adjustment due to the seller(s) 0.3 1.1 Total allocable purchase price consideration $ 28.0 $ 110.1 (1) Represents the initial fair value estimate of additional revenue and earnings-based contingent consideration, which may be realized by the sellers 12 months after the closing date of the acquisition. (2) The maximum cash payout that may be realized by the sellers in the Talos acquisition is $10.6 million. As of December 31, 2021, the fair value of the contingent consideration was $9.0 million . (3) The maximum cash payout that may be realized by the sellers in the Overactive acquisition is $14.4 million. As of December 31, 2021, the fair value of the contingent consideration was $12.6 million. The Company has estimated the preliminary allocation of the total purchase price consideration between tangible assets, identified intangible assets, liabilities, and goodwill as follows (in millions): Talos Overactive Acquired tangible assets $ 2.3 $ 13.9 Identified intangible assets 8.1 35.0 Liabilities assumed (1.2) (18.5) Goodwill 18.8 79.7 Total purchase price $ 28.0 $ 110.1 The acquisition date fair value of the consideration transferred for the 2020 acquisitions consisted of the following (in millions): MedTouch Brainjocks PSL Cash $ 13.9 $ 15.8 $ 60.8 Company common stock issued at closing 1.9 2.4 4.5 Contingent consideration (1) 4.2 (2) 2.3 (3) 17.7 (4) Net working capital adjustment due to the seller(s) — 0.7 0.1 Total allocable purchase price consideration $ 20.0 $ 21.2 $ 83.1 (1) Represents the initial fair value estimate of additional revenue and earnings-based contingent consideration, which may be realized by the seller(s) 12 months after the closing date of the acquisition. (2) MedTouch achieved a portion of the potential maximum cash payout pursuant to the Asset Purchase Agreement, and as a result, the Company paid $9.2 million in contingent consideration during the year ended December 31, 2021. The maximum cash payout that may have been realized by MedTouch was $10.2 million. The Company recorded a pre-tax adjustment in “Adjustment to fair value of contingent consideration” on the Consolidated Statements of Operations of $0.3 million and $4.7 million during the years ended December 31, 2021 and 2020, respectively. (3) Brainjocks achieved a portion of the potential maximum cash payout pursuant to the Asset Purchase Agreement, and as a result, the Company paid $3.9 million in contingent consideration during the year ended December 31, 2021. The maximum cash payout that may have been realized by Brainjocks was $4.8 million. The C ompany recorded a pre-tax adjustment in “Adjustment to fair value of contingent consideration” on the Consolidated Statements of Operations of $0.3 million and $1.3 million during the years ended December 31, 2021 and 2020, respectively. (4) PSL achieved a portion of the potential maximum cash payout pursuant to the Stock Purchase Agreement, and as a result, the Company paid $20.9 million in contingent consideration during the year ended December 31, 2021. The maximum cash payout that may have been realized by PSL was $22.2 million. The Company recorded a pre-tax adjustment to reduce the liability in “Adjustment to fair value of contingent consideration” on the Consolidated Statements of Operations o f $0.6 million d uring the year ended December 31, 2021. The Company recorded a pre-tax adjustment to increase the liability in “Adjustment to fair value of contingent consideration” on the Consolidated Statements of Operations of $3.9 million during the year ended December 31, 2020. The Company has allocated the total purchase price consideration between tangible assets, identified intangible assets, liabilities, and goodwill as follows (in millions): MedTouch Brainjocks PSL Acquired tangible assets $ 4.7 $ 7.0 $ 11.6 Identified intangible assets 6.7 8.4 29.6 Liabilities assumed (6.0) (4.9) (17.7) Goodwill 14.6 10.7 59.6 Total purchase price $ 20.0 $ 21.2 $ 83.1 |
Schedule of Finite-Lived Intangible Assets Acquired | The following table presents details of the intangible assets acquired during the year ended December 31, 2021 (dollars in millions). Weighted Average Useful Life Estimated Useful Life Aggregate acquisitions Customer relationships 9 years 6 - 10 years $ 39.0 Customer backlog 1 year 1 year 3.0 Non-compete agreements 5 years 5 years 0.4 Trade name 1 year 1 year 0.7 Total acquired intangible assets $ 43.1 The following table presents details of the intangible assets acquired during the year ended December 31, 2020 (dollars in millions). Weighted Average Useful Life Estimated Useful Life Aggregate Acquisitions Customer relationships 6 years 5 - 7 years $ 33.0 Customer backlog 1 year 1 year 9.6 Non-compete agreements 5 years 5 years 0.2 Trade name 1 year 1 year 0.4 Developed software 4 years 3 - 5 years 1.5 Total acquired intangible assets $ 44.7 |
Pro-Forma Results of Operations (Unaudited) | The aggregate amounts of revenue and net income of the Talos and Overactive acquisitions included in the Company’s Consolidated Statements of Operations from the respective acquisition dates to December 31, 2021 are as follows (in thousands): Acquisition Date to December 31, 2021 Revenues $ 15,291 Net income $ 370 These unaudited pro-forma results are presented in compliance with the adoption of 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 acquisition of PSL actually occurred on January 1, 2019 and Overactive actually occurred on January 1, 2020 or of future results of operations of the consolidated entities (in thousands except per share data): Year Ended December 31, 2021 2020 2019 Revenues $ 794,158 $ 658,228 $ 598,082 Net income $ 52,621 $ 32,424 $ 28,315 Basic net income per share $ 1.63 $ 1.01 $ 0.90 Diluted net income per share $ 1.52 $ 0.99 $ 0.87 Shares used in computing basic net income per share 32,222 31,964 31,344 Shares used in computing diluted net income per share 34,689 32,620 32,413 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Activity related to goodwill consisted of the following (in thousands): Year Ended December 31, 2021 2020 Balance, beginning of year $ 427,928 $ 335,564 Purchase price allocations and measurement period adjustments for acquisitions 96,717 86,640 Effect of foreign currency translation adjustments (9,416) 5,724 Balance, end of year $ 515,229 $ 427,928 |
Intangible Assets | Following is a summary of the Company’s intangible assets that are subject to amortization (in thousands): Year Ended December 31, 2021 2020 Gross Carrying Accumulated Net Gross Carrying Accumulated Net Customer relationships $ 125,433 $ (51,253) $ 74,180 $ 97,497 $ (44,185) $ 53,312 Non-compete agreements 1,444 (736) 708 1,479 (831) 648 Customer backlog 3,025 (741) 2,284 10,353 (5,941) 4,412 Trade name 683 (155) 528 449 (281) 168 Developed software 6,982 (3,405) 3,577 13,962 (8,931) 5,031 Total $ 137,567 $ (56,290) $ 81,277 $ 123,740 $ (60,169) $ 63,571 |
Estimated Useful Lives of Intangible Assets | The estimated useful lives of identifiable intangible assets are as follows: Customer relationships 5 - 10 years Non-compete agreements 4 - 5 years Customer backlog 1 year Trade name 1 year Developed software 1 - 7 years |
Estimated Annual Amortization Expense | Estimated annual amortization expense for the next five years ended December 31 and thereafter is as follows (in thousands): 2022 $ 22,691 2023 $ 15,016 2024 $ 11,858 2025 $ 8,781 2026 $ 6,530 Thereafter $ 16,401 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The liability components of the 2023 Notes, 2025 Notes, and 2026 Notes consisted of the following (in thousands): December 31, 2021 Liability component: 2026 Notes 2025 Notes 2023 Notes Principal $ 380,000 $ 23,293 $ — Less: Unamortized debt discount (64,413) (3,724) — Unamortized debt issuance costs (8,613) (417) — Net carrying amount $ 306,974 $ 19,152 $ — December 31, 2020 Liability component: 2026 Notes 2025 Notes 2023 Notes Principal $ — $ 230,000 $ 5,090 Less: Unamortized debt discount — (45,690) (426) Unamortized debt issuance costs — (5,271) (79) Net carrying amount $ — $ 179,039 $ 4,585 Interest expense for the years ended December 31, 2021, 2020 and 2019 related to the Notes consisted of the following (in thousands): 2026 Notes Year Ended December 31, 2021 2020 2019 Coupon interest $ 69 $ — $ — Amortization of debt discount 1,738 — — Amortization of debt issuance costs 260 — — Total interest expense recognized $ 2,067 $ — $ — 2025 Notes Year Ended December 31, 2021 2020 2019 Coupon interest $ 2,521 $ 1,094 $ — Amortization of debt discount 7,780 3,254 — Amortization of debt issuance costs 1,008 438 — Total interest expense recognized $ 11,309 $ 4,786 $ — 2023 Notes Year Ended December 31, 2021 2020 2019 Coupon interest $ 75 $ 2,200 $ 3,414 Amortization of debt discount 91 2,561 3,773 Amortization of debt issuance costs 18 533 824 Total interest expense recognized $ 184 $ 5,294 $ 8,011 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Components of Provision for Income Taxes | Significant components of the provision for income taxes are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Current: Federal $ 16,006 $ 6,010 $ 5,000 State 2,767 2,433 2,724 Foreign 4,281 3,293 1,051 Total current 23,054 11,736 8,775 Deferred: Federal (8,285) 574 1,570 State (2,425) 171 467 Foreign (1,952) (2,333) 4 Total deferred (12,662) (1,588) 2,041 Total provision for income taxes $ 10,392 $ 10,148 $ 10,816 |
Components of Pretax Income | The components of pretax income for the years ended December 31, 2021, 2020 and 2019 are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Domestic $ 56,299 $ 36,747 $ 43,330 Foreign 6,184 3,582 4,611 Total $ 62,483 $ 40,329 $ 47,941 |
Deferred Tax Assets and Liabilities | Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred taxes as of December 31, 2021 and 2020 are as follows (in thousands): December 31, 2021 2020 Deferred tax assets: Accrued liabilities $ 7,044 $ 1,473 Operating lease liabilities 6,365 7,195 Allowance for Doubtful Accounts 605 273 Foreign exchange adjustment 1,257 — Net operating losses 118 203 Deferred compensation liability 1,786 2,511 Interest limitation 8,107 — Intangible assets — 1,844 Total deferred tax assets 25,282 13,499 Deferred tax liabilities: Prepaid expenses 1,081 1,216 Foreign exchange adjustments — 1,828 Operating lease right-of-use assets 5,812 6,909 Goodwill and intangible assets 28,534 23,027 Fixed assets 1,614 1,430 Total deferred tax liabilities 37,041 34,410 Net deferred tax liability $ 11,759 $ 20,911 |
Reconciliation of Statutory to Effective Income Tax Rate | The federal corporate statutory tax rate is reconciled to the Company’s effective income tax rate as follows: Year Ended December 31, 2021 2020 2019 Federal statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit 3.2 5.2 4.3 Effect of foreign operations 1.7 0.5 0.2 Stock compensation (5.2) (0.3) (1.0) Non-deductible acquisition costs 1.0 3.1 0.2 Research and development tax credit (4.8) (3.9) (1.8) Other (0.3) (0.4) (0.3) Effective tax rate 16.6 % 25.2 % 22.6 % |
Summary of Positions for which Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Table Text Block] | A reconciliation of beginning and ending amounts of gross unrecognized tax benefits is as follows (in thousands): December 31, 2021 2020 Balance at beginning of year $ 7,084 $ 4,665 Additions based on tax positions related to current year 6,934 1,102 Additions based on tax positions related to prior years 2,970 1,317 Balance at end of year $ 16,988 $ 7,084 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Notional Amounts of Outstanding Derivative Instruments | The notional amounts of the Company’s derivative instruments outstanding were as follows (in thousands): December 31, 2021 2020 Derivatives not designated as hedges Foreign exchange contracts $ 24,223 $ 16,008 Total derivatives not designated as hedges $ 24,223 $ 16,008 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Lease Liabilities | Supplemental balance sheet information related to leases was as follows (in thousands): December 31, 2021 December 31, 2020 Other current liabilities $ 11,543 $ 10,321 Operating lease liabilities 23,898 29,098 Total $ 35,441 $ 39,419 |
Future Minimum Leases Payments under ASC Topic 842 | Future minimum lease payments under non-cancellable leases as of December 31, 2021 were as follows (in thousands): December 31, 2021 2022 $ 10,384 2023 8,831 2024 6,784 2025 5,247 2026 2,770 Thereafter 4,103 Total future lease payments 38,119 Less implied interest (2,678) Total $ 35,441 |
Quarterly Financial Results (_2
Quarterly Financial Results (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Results (Unaudited) | The following tables set forth certain unaudited supplemental quarterly financial information for the years ended December 31, 2021 and 2020. The quarterly operating results are not necessarily indicative of future results of operations (in thousands except per share data). Three Months Ended, March 31, 2021 June 30, 2021 September 30, 2021 December 31, 2021 (Unaudited) Total revenues $ 169,341 $ 184,136 $ 192,820 $ 214,730 Total cost of revenues 106,062 113,180 118,260 131,311 Income from operations 20,206 26,094 28,014 31,618 Income (loss) before income taxes 16,788 22,718 24,180 (1,203) Net income 13,593 16,573 17,396 4,529 Basic net income per share 0.43 0.52 0.54 0.14 Diluted net income per share 0.41 0.49 0.48 0.13 Three Months Ended, March 31, 2020 June 30, 2020 September 30, 2020 December 31, 2020 (Unaudited) Total revenues $ 145,562 $ 146,339 $ 157,678 $ 162,554 Total cost of revenues 93,217 91,155 96,704 99,647 Income from operations 12,436 11,739 15,665 15,414 Income before income taxes 10,503 9,693 8,529 11,604 Net income 8,974 6,609 6,177 8,421 Basic net income per share 0.28 0.21 0.19 0.27 Diluted net income per share 0.27 0.20 0.19 0.26 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |||||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2022 | Aug. 14, 2020 | Jan. 01, 2020 | Dec. 31, 2018 | Sep. 11, 2018 | |
Property, Plant and Equipment [Line Items] | ||||||||
Requisite service period | 3 years | |||||||
Goodwill and Intangible Assets [Abstract] | ||||||||
Goodwill, Impairment Loss | $ 0 | $ 0 | $ 0 | |||||
Impairment of Intangible Assets (Excluding Goodwill) | 0 | 0 | 0 | |||||
ROU asset | 33,353,000 | 38,539,000 | ||||||
Operating lease liability | 35,441,000 | 39,419,000 | ||||||
Accounts Receivable, Allowance for Credit Loss | 2,944,000 | 1,065,000 | 464,000 | $ 810,000 | ||||
Total stockholders’ equity | 364,765,000 | 394,078,000 | 381,015,000 | |||||
Long-term debt, net | 326,126,000 | 183,624,000 | ||||||
Retained Earnings | ||||||||
Goodwill and Intangible Assets [Abstract] | ||||||||
Total stockholders’ equity | 271,732,000 | 219,641,000 | 189,775,000 | 152,650,000 | ||||
Additional Paid-in Capital | ||||||||
Goodwill and Intangible Assets [Abstract] | ||||||||
Total stockholders’ equity | 423,235,000 | 459,866,000 | 455,465,000 | 437,250,000 | ||||
Cumulative Effect, Period of Adoption, Adjustment [Member] | ||||||||
Goodwill and Intangible Assets [Abstract] | ||||||||
Accounts Receivable, Allowance for Credit Loss | 0 | 423,000 | $ 0 | |||||
Cumulative Effect, Period of Adoption, Adjustment [Member] | Subsequent Event | ||||||||
Goodwill and Intangible Assets [Abstract] | ||||||||
Long-term debt, net | $ 66,200,000 | |||||||
Deferred Income Tax Liabilities, Net | 16,800,000 | |||||||
Cumulative Effect, Period of Adoption, Adjustment [Member] | Accounts Receivable | ||||||||
Goodwill and Intangible Assets [Abstract] | ||||||||
Total stockholders’ equity | $ (400,000) | |||||||
Cumulative Effect, Period of Adoption, Adjustment [Member] | Retained Earnings | ||||||||
Goodwill and Intangible Assets [Abstract] | ||||||||
Total stockholders’ equity | $ 0 | (315,000) | $ 0 | $ (300,000) | ||||
Cumulative Effect, Period of Adoption, Adjustment [Member] | Retained Earnings | Subsequent Event | ||||||||
Goodwill and Intangible Assets [Abstract] | ||||||||
Total stockholders’ equity | 2,100,000 | |||||||
Cumulative Effect, Period of Adoption, Adjustment [Member] | Additional Paid-in Capital | Subsequent Event | ||||||||
Goodwill and Intangible Assets [Abstract] | ||||||||
Total stockholders’ equity | $ 51,500,000 | |||||||
Minimum | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment, Useful Life | 1 year | |||||||
Goodwill and Intangible Assets [Abstract] | ||||||||
Finite-Lived Intangible Asset, Useful Life | 1 year | |||||||
Maximum | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment, Useful Life | 7 years | |||||||
Goodwill and Intangible Assets [Abstract] | ||||||||
Finite-Lived Intangible Asset, Useful Life | 10 years | |||||||
Convertible Debt | Convertible Senior Notes Due 2023 | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Percent rate stated, percentage | 2.375% | 2.375% | ||||||
Goodwill and Intangible Assets [Abstract] | ||||||||
Long-term debt, net | $ 0 | 4,585,000 | ||||||
Convertible Debt | Convertible Senior Notes Due 2025 | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Percent rate stated, percentage | 1.25% | 1.25% | ||||||
Goodwill and Intangible Assets [Abstract] | ||||||||
Long-term debt, net | $ 19,152,000 | 179,039,000 | ||||||
Convertible Debt | Convertible Senior Notes Due 2026 | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Percent rate stated, percentage | 0.125% | |||||||
Goodwill and Intangible Assets [Abstract] | ||||||||
Long-term debt, net | $ 306,974,000 | $ 0 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Segment and Geographic Information (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Concentration Risk [Line Items] | |||
Number of reportable segments | 1 | ||
Sales Revenue, Net | Geographic Concentration Risk | United States | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 97.00% | 98.00% | 98.00% |
Maximum | Noncurrent Assets | Geographic Concentration Risk | Outside of United States | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 33.00% | 20.00% |
Revenues - Narrative (Details)
Revenues - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Deferred revenue | $ 8.2 | $ 9.4 |
Total services | Minimum | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Notice period to cancel or terminate contract | 10 days | |
Total services | Maximum | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Notice period to cancel or terminate contract | 30 days |
Revenues - Disaggregation of Re
Revenues - Disaggregation of Revenue Source and Pattern of Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | $ 214,730 | $ 192,820 | $ 184,136 | $ 169,341 | $ 162,554 | $ 157,678 | $ 146,339 | $ 145,562 | $ 761,027 | $ 612,133 | $ 565,527 |
Transferred Over Time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 756,486 | 607,101 | 559,040 | ||||||||
Transferred at Point in Time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 4,541 | 5,032 | 6,487 | ||||||||
Professional Services | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 745,166 | 593,565 | 545,436 | ||||||||
Professional Services | Transferred Over Time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 745,166 | 593,565 | 545,436 | ||||||||
Professional Services | Transferred at Point in Time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 0 | 0 | 0 | ||||||||
Professional Services | Time and materials contracts | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 577,674 | 436,466 | 384,422 | ||||||||
Professional Services | Time and materials contracts | Transferred Over Time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 577,674 | 436,466 | 384,422 | ||||||||
Professional Services | Time and materials contracts | Transferred at Point in Time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 0 | 0 | 0 | ||||||||
Professional Services | Fixed fee percent complete contracts | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 49,117 | 51,752 | 41,484 | ||||||||
Professional Services | Fixed fee percent complete contracts | Transferred Over Time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 49,117 | 51,752 | 41,484 | ||||||||
Professional Services | Fixed fee percent complete contracts | Transferred at Point in Time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 0 | 0 | 0 | ||||||||
Professional Services | Fixed fee contracts | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 107,698 | 95,237 | 104,056 | ||||||||
Professional Services | Fixed fee contracts | Transferred Over Time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 107,698 | 95,237 | 104,056 | ||||||||
Professional Services | Fixed fee contracts | Transferred at Point in Time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 0 | 0 | 0 | ||||||||
Professional Services | Reimbursable expenses | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 10,677 | 10,110 | 15,474 | ||||||||
Professional Services | Reimbursable expenses | Transferred Over Time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 10,677 | 10,110 | 15,474 | ||||||||
Professional Services | Reimbursable expenses | Transferred at Point in Time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 0 | 0 | 0 | ||||||||
Other Services | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 13,556 | 16,018 | 16,482 | ||||||||
Other Services | Transferred Over Time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 11,320 | 13,536 | 13,604 | ||||||||
Other Services | Transferred at Point in Time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 2,236 | 2,482 | 2,878 | ||||||||
Total services | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 758,722 | 609,583 | 561,918 | ||||||||
Total services | Transferred Over Time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 756,486 | 607,101 | 559,040 | ||||||||
Total services | Transferred at Point in Time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 2,236 | 2,482 | 2,878 | ||||||||
Software and hardware | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 2,305 | 2,550 | 3,609 | ||||||||
Software and hardware | Transferred Over Time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 0 | 0 | 0 | ||||||||
Software and hardware | Transferred at Point in Time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | $ 2,305 | $ 2,550 | $ 3,609 |
Revenues - Disaggregation of _2
Revenues - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | $ 214,730 | $ 192,820 | $ 184,136 | $ 169,341 | $ 162,554 | $ 157,678 | $ 146,339 | $ 145,562 | $ 761,027 | $ 612,133 | $ 565,527 |
Transferred Over Time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 756,486 | 607,101 | 559,040 | ||||||||
Transferred at Point in Time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 4,541 | 5,032 | 6,487 | ||||||||
Professional Services | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 745,166 | 593,565 | 545,436 | ||||||||
Professional Services | Transferred Over Time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 745,166 | 593,565 | 545,436 | ||||||||
Professional Services | Transferred at Point in Time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 0 | 0 | 0 | ||||||||
Professional Services | Time and materials contracts | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 577,674 | 436,466 | 384,422 | ||||||||
Professional Services | Time and materials contracts | Transferred Over Time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 577,674 | 436,466 | 384,422 | ||||||||
Professional Services | Time and materials contracts | Transferred at Point in Time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 0 | 0 | 0 | ||||||||
Professional Services | Fixed fee percent complete contracts | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 49,117 | 51,752 | 41,484 | ||||||||
Professional Services | Fixed fee percent complete contracts | Transferred Over Time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 49,117 | 51,752 | 41,484 | ||||||||
Professional Services | Fixed fee percent complete contracts | Transferred at Point in Time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 0 | 0 | 0 | ||||||||
Professional Services | Fixed fee contracts | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 107,698 | 95,237 | 104,056 | ||||||||
Professional Services | Fixed fee contracts | Transferred Over Time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 107,698 | 95,237 | 104,056 | ||||||||
Professional Services | Fixed fee contracts | Transferred at Point in Time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 0 | 0 | 0 | ||||||||
Professional Services | Reimbursable expenses | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 10,677 | 10,110 | 15,474 | ||||||||
Professional Services | Reimbursable expenses | Transferred Over Time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 10,677 | 10,110 | 15,474 | ||||||||
Professional Services | Reimbursable expenses | Transferred at Point in Time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 0 | 0 | 0 | ||||||||
Other Services | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 13,556 | 16,018 | 16,482 | ||||||||
Other Services | Transferred Over Time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 11,320 | 13,536 | 13,604 | ||||||||
Other Services | Transferred at Point in Time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 2,236 | 2,482 | 2,878 | ||||||||
Total services | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 758,722 | 609,583 | 561,918 | ||||||||
Total services | Transferred Over Time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 756,486 | 607,101 | 559,040 | ||||||||
Total services | Transferred at Point in Time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 2,236 | 2,482 | 2,878 | ||||||||
Software and hardware | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 2,305 | 2,550 | 3,609 | ||||||||
Software and hardware | Transferred Over Time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 0 | 0 | 0 | ||||||||
Software and hardware | Transferred at Point in Time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 2,305 | 2,550 | 3,609 | ||||||||
United States | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 738,298 | 599,236 | 552,357 | ||||||||
Other countries | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | $ 22,729 | $ 12,897 | $ 13,170 |
Concentration of Credit Risk _2
Concentration of Credit Risk and Significant Customers (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Largest Customer | |||
Concentration of Credit Risk and Significant Customers [Abstract] | |||
Concentration risk, percentage | 4.00% | 5.00% | 5.00% |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - Long Term Incentive Plan 2012 shares in Millions | Dec. 31, 2021shares |
Stock-Based Compensation [Abstract] | |
Maximum number of shares authorized under plan | 7 |
Number of shares available for issuance under the Incentive Plan | 1.2 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Stock-based compensation expense | $ 23.1 | $ 19.5 | $ 17.9 |
Stock-based compensation expense for retirement savings plan contributions | 4 | 3.4 | 3.2 |
Associated current and future income tax benefit recognized | 3.8 | $ 2.6 | $ 3.5 |
Unrecognized compensation cost related to non-vested share-based awards | $ 28.2 | ||
Unrecognized compensation cost, weighted-average period for recognition | 2 years | ||
Requisite service period | 3 years | ||
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Awards granted (in dollars per share) | $ 41.07 | $ 33.38 | |
Awards granted (in dollars per share) | $ 41.07 | $ 33.38 | |
Fair value of shares vested | $ 44.1 | $ 24.6 | $ 23.3 |
Requisite service period | 3 years | ||
Long Term Incentive Plan 2012 | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Restricted stock awards outstanding at beginning of period (in shares) | 905 | ||
Awards granted (in shares) | 276 | ||
Awards vested (in shares) | (473) | ||
Awards forfeited (in shares) | (66) | ||
Restricted stock awards outstanding at end of period (in shares) | 642 | 905 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Awards outstanding at beginning of period (in dollars per share) | $ 35.34 | ||
Awards granted (in dollars per share) | 76.48 | ||
Awards vested (in dollars per share) | 31.92 | ||
Awards forfeited (in dollars per share) | 37.40 | ||
Awards outstanding at end of period (in dollars per share) | 55.34 | $ 35.34 | |
Awards granted (in dollars per share) | $ 76.48 |
Stock-Based Compensation - Empl
Stock-Based Compensation - Employee Stock Purchase Plan (Details) - Employee Stock Purchase Plan | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Stock-Based Compensation [Abstract] | |
Maximum fair value of common stock under ESPP | $ | $ 25,000 |
Shares purchased under the ESPP (in shares) | shares | 8,649 |
ESPP purchase price, percentage of fair market value | 95.00% |
Net Income Per Share (Details)
Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net Income Per Share [Abstract] | |||||||||||
Net income | $ 4,529 | $ 17,396 | $ 16,573 | $ 13,593 | $ 8,421 | $ 6,177 | $ 6,609 | $ 8,974 | $ 52,091 | $ 30,181 | $ 37,125 |
Basic [Abstract] | |||||||||||
Weighted Average Number of Shares Issued, Basic | 32,202 | 31,793 | 31,344 | ||||||||
Weighted Average Number of Shares Outstanding, Basic (in shares) | 32,202 | 31,793 | 31,344 | ||||||||
Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract] | |||||||||||
Restricted stock subject to vesting (in shares) | 559 | 417 | 673 | ||||||||
Shares issuable for conversion of convertible senior notes | 1,564 | 52 | |||||||||
Shares issuable for acquisition consideration (in shares) | 198 | 254 | 226 | ||||||||
Shares issuable for exercise of warrants | 147 | 0 | 0 | ||||||||
Weighted Average Number of Shares Outstanding, Diluted (in shares) | 34,670 | 32,516 | 32,243 | ||||||||
Earnings Per Share, Basic (in dollars per share) | $ 0.14 | $ 0.54 | $ 0.52 | $ 0.43 | $ 0.27 | $ 0.19 | $ 0.21 | $ 0.28 | $ 1.62 | $ 0.95 | $ 1.18 |
Earnings Per Share, Diluted (in dollars per share) | $ 0.13 | $ 0.48 | $ 0.49 | $ 0.41 | $ 0.26 | $ 0.19 | $ 0.20 | $ 0.27 | $ 1.50 | $ 0.93 | $ 1.15 |
Net Income Per Share - Anti-Dil
Net Income Per Share - Anti-Dilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive options and restricted stock not included in the calculation of diluted net income per share | 3,960 | 12,728 | 7,672 |
Restricted stock subject to vesting | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive options and restricted stock not included in the calculation of diluted net income per share | 0 | 2 | 26 |
Convertible senior notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive options and restricted stock not included in the calculation of diluted net income per share | 1,980 | 4,451 | 3,823 |
Warrants related to the issuance of convertible senior notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive options and restricted stock not included in the calculation of diluted net income per share | 1,980 | 8,275 | 3,823 |
Net Income Per Share - Stock Re
Net Income Per Share - Stock Repurchase Program (Details) shares in Millions | Dec. 31, 2021USD ($)shares |
Earnings Per Share [Abstract] | |
Stock repurchase program authorized amount | $ 315,000,000 |
Cumulative amount repurchased | $ 261,300,000 |
Cumulative number of shares repurchased | shares | 16.1 |
Balance Sheet Components, Accou
Balance Sheet Components, Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Billed accounts receivable, net | $ 120,892 | $ 85,998 |
Unbilled revenues, net | 56,710 | 47,087 |
Total | $ 177,602 | $ 133,085 |
Balance Sheet Components, Prope
Balance Sheet Components, Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property and Equipment, Net [Abstract] | ||
Less: Accumulated depreciation | $ (25,102) | $ (20,284) |
Total | 14,747 | 11,902 |
Computer hardware (useful life of 3 years) | ||
Property and Equipment, Net [Abstract] | ||
Property and equipment | $ 21,382 | 15,640 |
Useful life | 3 years | |
Furniture and fixtures (useful life of 5 years) | ||
Property and Equipment, Net [Abstract] | ||
Property and equipment | $ 4,599 | 4,597 |
Useful life | 5 years | |
Leasehold improvements (useful life of 5 years) | ||
Property and Equipment, Net [Abstract] | ||
Property and equipment | $ 7,850 | 6,607 |
Useful life | 5 years | |
Software (useful life of 1 to 7 years) | ||
Property and Equipment, Net [Abstract] | ||
Property and equipment | $ 6,018 | $ 5,342 |
Minimum | ||
Property and Equipment, Net [Abstract] | ||
Useful life | 1 year | |
Minimum | Software (useful life of 1 to 7 years) | ||
Property and Equipment, Net [Abstract] | ||
Useful life | 1 year | |
Maximum | ||
Property and Equipment, Net [Abstract] | ||
Useful life | 7 years | |
Maximum | Software (useful life of 1 to 7 years) | ||
Property and Equipment, Net [Abstract] | ||
Useful life | 7 years |
Balance Sheet Components, Other
Balance Sheet Components, Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued variable compensation | $ 31,244 | $ 27,527 |
Deferred revenues | 8,167 | 9,422 |
Estimated fair value of contingent consideration liability | 21,644 | 33,943 |
Current operating lease liabilities | 11,543 | 10,321 |
Deferred employer FICA payments | 0 | 5,523 |
Payroll related costs | 9,523 | 5,738 |
Professional fees | 1,727 | 736 |
Accrued medical claims expense | 2,605 | 2,405 |
Accrued IT expenses | 1,776 | 1,964 |
Other current liabilities | 5,648 | 5,688 |
Total | $ 93,877 | $ 103,267 |
Balance Sheet Components, Oth_2
Balance Sheet Components, Other Non-Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Deferred employer FICA payments | $ 0 | $ 5,523 |
Other non-current liabilities | 3,462 | 2,434 |
Reserve for uncertain tax positions | 19,127 | 8,009 |
Non-current software accrual | 2,710 | 5,748 |
Deferred compensation liability | 9,458 | 7,456 |
Total | 47,832 | 50,081 |
Deferred Income Taxes and Other Tax Liabilities, Noncurrent | $ 13,075 | $ 20,911 |
Allowance for Doubtful Accoun_3
Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Balance, beginning of year | $ 1,065 | $ 464 | $ 810 |
Charges to expense, net of recoveries | 1,801 | 855 | 428 |
Other | 78 | (677) | (774) |
Balance, end of year | 2,944 | 1,065 | 464 |
Cumulative Effect, Period of Adoption, Adjustment [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Balance, beginning of year | 0 | 423 | 0 |
Balance, end of year | 0 | 423 | |
Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Balance, beginning of year | $ 1,065 | 887 | 810 |
Balance, end of year | $ 1,065 | $ 887 |
Business Combinations - Talos a
Business Combinations - Talos and Overactive (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Oct. 15, 2021 | Sep. 08, 2021 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | |||||
Goodwill | $ 515,229 | $ 427,928 | $ 335,564 | ||
Aggregate acquisitions | $ 44,700 | ||||
Customer Relationships [Member] | |||||
Business Acquisition [Line Items] | |||||
Weighted Average Useful Life | 6 years | ||||
Aggregate acquisitions | $ 33,000 | ||||
Customer Relationships [Member] | Minimum | |||||
Business Acquisition [Line Items] | |||||
Estimated Useful Life | 5 years | ||||
Customer Relationships [Member] | Maximum | |||||
Business Acquisition [Line Items] | |||||
Estimated Useful Life | 7 years | ||||
Customer Backlog [Member] | |||||
Business Acquisition [Line Items] | |||||
Weighted Average Useful Life | 1 year | ||||
Estimated Useful Life | 1 year | ||||
Aggregate acquisitions | $ 9,600 | ||||
Noncompete Agreements [Member] | |||||
Business Acquisition [Line Items] | |||||
Weighted Average Useful Life | 5 years | ||||
Estimated Useful Life | 5 years | ||||
Aggregate acquisitions | $ 200 | ||||
Trade Names [Member] | |||||
Business Acquisition [Line Items] | |||||
Weighted Average Useful Life | 1 year | ||||
Estimated Useful Life | 1 year | ||||
Aggregate acquisitions | $ 400 | ||||
Talos | |||||
Business Acquisition [Line Items] | |||||
Total purchase price | $ 28,000 | ||||
Transaction costs | 1,100 | ||||
Tax deductible amount of Goodwill | 8,600 | ||||
Cash paid for acquisition | 14,900 | ||||
Common stock issued | 3,800 | ||||
Initial fair value estimate of additional earnings-based contingent consideration | 9,000 | ||||
Net working capital settlement | 300 | ||||
Acquired tangible assets | 2,300 | ||||
Identified intangible assets | 8,100 | ||||
Liabilities assumed | (1,200) | ||||
Goodwill | 18,800 | ||||
Acquisition maximum payout | $ 10,600 | ||||
Overactive | |||||
Business Acquisition [Line Items] | |||||
Total purchase price | $ 110,100 | ||||
Transaction costs | 2,500 | ||||
Cash paid for acquisition | 93,900 | ||||
Common stock issued | 2,500 | ||||
Initial fair value estimate of additional earnings-based contingent consideration | 12,600 | ||||
Net working capital settlement | 1,100 | ||||
Acquired tangible assets | 13,900 | ||||
Identified intangible assets | 35,000 | ||||
Liabilities assumed | (18,500) | ||||
Goodwill | 79,700 | ||||
Acquisition maximum payout | $ 14,400 | ||||
Talos LLC And Talos Digital LLC And Overactive | |||||
Business Acquisition [Line Items] | |||||
Aggregate acquisitions | 43,100 | ||||
Revenues | 15,291 | ||||
Net income | $ 370 | ||||
Talos LLC And Talos Digital LLC And Overactive | Customer Relationships [Member] | |||||
Business Acquisition [Line Items] | |||||
Weighted Average Useful Life | 9 years | ||||
Aggregate acquisitions | $ 39,000 | ||||
Talos LLC And Talos Digital LLC And Overactive | Customer Backlog [Member] | |||||
Business Acquisition [Line Items] | |||||
Weighted Average Useful Life | 1 year | ||||
Estimated Useful Life | 1 year | ||||
Aggregate acquisitions | $ 3,000 | ||||
Talos LLC And Talos Digital LLC And Overactive | Customer Backlog [Member] | Minimum | |||||
Business Acquisition [Line Items] | |||||
Estimated Useful Life | 6 years | ||||
Talos LLC And Talos Digital LLC And Overactive | Customer Backlog [Member] | Maximum | |||||
Business Acquisition [Line Items] | |||||
Estimated Useful Life | 10 years | ||||
Talos LLC And Talos Digital LLC And Overactive | Noncompete Agreements [Member] | |||||
Business Acquisition [Line Items] | |||||
Weighted Average Useful Life | 5 years | ||||
Estimated Useful Life | 5 years | ||||
Aggregate acquisitions | $ 400 | ||||
Talos LLC And Talos Digital LLC And Overactive | Trade Names [Member] | |||||
Business Acquisition [Line Items] | |||||
Weighted Average Useful Life | 1 year | ||||
Estimated Useful Life | 1 year | ||||
Aggregate acquisitions | $ 700 |
Business Combinations - MedTouc
Business Combinations - MedTouch (Details) - USD ($) $ in Thousands | Jan. 06, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Adjustment to fair value of contingent consideration for purchase of business | $ 198 | $ 9,519 | $ 301 | |
Goodwill | 515,229 | 427,928 | $ 335,564 | |
MedTouch | ||||
Business Acquisition [Line Items] | ||||
Business Acquisition, Date of Acquisition Agreement | Jan. 6, 2020 | |||
Total purchase price | $ 20,000 | |||
Cash paid for acquisition | 13,900 | |||
Common stock issued | 1,900 | |||
Initial fair value estimate of additional earnings-based contingent consideration | 4,200 | |||
Net working capital settlement | 0 | |||
Acquisition maximum payout | 10,200 | |||
Adjustment to fair value of contingent consideration for purchase of business | 300 | $ 4,700 | ||
Transaction costs | 600 | |||
Acquired tangible assets | 4,700 | |||
Identified intangible assets | 6,700 | |||
Liabilities assumed | (6,000) | |||
Goodwill | 14,600 | |||
Tax deductible amount of Goodwill | $ 20,400 | |||
Contingent liability paid | $ 9,200 |
Business Combinations - Brainjo
Business Combinations - Brainjocks (Details) - USD ($) $ in Thousands | Mar. 23, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 515,229 | $ 427,928 | $ 335,564 | |
Adjustment to fair value of contingent consideration for purchase of business | 198 | 9,519 | $ 301 | |
Brainjocks | ||||
Business Acquisition [Line Items] | ||||
Business Acquisition, Date of Acquisition Agreement | Mar. 23, 2020 | |||
Total purchase price | $ 21,200 | |||
Cash paid for acquisition | 15,800 | |||
Common stock issued | 2,400 | |||
Net working capital settlement | 700 | |||
Initial fair value estimate of additional earnings-based contingent consideration | 2,300 | |||
Acquisition maximum payout | 4,800 | |||
Transaction costs | 1,100 | |||
Acquired tangible assets | 7,000 | |||
Identified intangible assets | 8,400 | |||
Liabilities assumed | (4,900) | |||
Goodwill | 10,700 | |||
Tax deductible amount of Goodwill | $ 12,600 | |||
Adjustment to fair value of contingent consideration for purchase of business | 300 | $ 1,300 | ||
Contingent liability paid | $ 3,900 |
Business Combinations - PSL (De
Business Combinations - PSL (Details) - USD ($) $ in Thousands | Jun. 17, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 515,229 | $ 427,928 | $ 335,564 | |
Adjustment to fair value of contingent consideration for purchase of business | 198 | 9,519 | $ 301 | |
PSL | ||||
Business Acquisition [Line Items] | ||||
Business Acquisition, Date of Acquisition Agreement | Jun. 17, 2020 | |||
Total purchase price | $ 83,100 | |||
Cash paid for acquisition | 60,800 | |||
Common stock issued | 4,500 | |||
Net working capital settlement | 100 | |||
Initial fair value estimate of additional earnings-based contingent consideration | 17,700 | |||
Acquisition maximum payout | 22,200 | |||
Transaction costs | 2,100 | |||
Acquired tangible assets | 11,600 | |||
Identified intangible assets | 29,600 | |||
Liabilities assumed | (17,700) | |||
Goodwill | $ 59,600 | |||
Increase to total purchase price | 1,100 | |||
Increase to acquired tangible assets | 500 | |||
Decrease to identified intangible assets | (400) | |||
Increase to liabilities assumed | (1,700) | |||
Increase to goodwill | 2,700 | |||
Adjustment to fair value of contingent consideration for purchase of business | 600 | $ 3,900 | ||
Contingent liability paid | $ 20,900 |
Business Combinations - Intangi
Business Combinations - Intangible Assets Acquired (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Finite-Lived Intangible Assets, Gross [Abstract] | |
Aggregate acquisitions | $ 44.7 |
Customer Relationships [Member] | |
Finite-Lived Intangible Assets, Gross [Abstract] | |
Weighted Average Useful Life | 6 years |
Aggregate acquisitions | $ 33 |
Customer Relationships [Member] | Minimum | |
Finite-Lived Intangible Assets, Gross [Abstract] | |
Estimated Useful Life | 5 years |
Customer Relationships [Member] | Maximum | |
Finite-Lived Intangible Assets, Gross [Abstract] | |
Estimated Useful Life | 7 years |
Customer backlog | |
Finite-Lived Intangible Assets, Gross [Abstract] | |
Weighted Average Useful Life | 1 year |
Estimated Useful Life | 1 year |
Aggregate acquisitions | $ 9.6 |
Noncompete Agreements [Member] | |
Finite-Lived Intangible Assets, Gross [Abstract] | |
Weighted Average Useful Life | 5 years |
Estimated Useful Life | 5 years |
Aggregate acquisitions | $ 0.2 |
Trade Names [Member] | |
Finite-Lived Intangible Assets, Gross [Abstract] | |
Weighted Average Useful Life | 1 year |
Estimated Useful Life | 1 year |
Aggregate acquisitions | $ 0.4 |
Software Development [Member] | |
Finite-Lived Intangible Assets, Gross [Abstract] | |
Weighted Average Useful Life | 4 years |
Aggregate acquisitions | $ 1.5 |
Software Development [Member] | Minimum | |
Finite-Lived Intangible Assets, Gross [Abstract] | |
Estimated Useful Life | 3 years |
Software Development [Member] | Maximum | |
Finite-Lived Intangible Assets, Gross [Abstract] | |
Estimated Useful Life | 5 years |
Business Combinations - Sundog
Business Combinations - Sundog (Details) - USD ($) $ in Thousands | May 22, 2019 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||
Adjustment to fair value of contingent consideration for purchase of business | $ 198 | $ 9,519 | $ 301 | ||
Period to realize additional earnings-based contingent consideration | 12 months | ||||
Payment of contingent consideration for purchase of business | $ 24,128 | $ 2,820 | $ 4,281 | ||
Sundog Interactive [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Acquisition, Date of Acquisition Agreement | May 22, 2019 | ||||
Total purchase price | $ 14,100 | ||||
Cash paid for acquisition | 10,300 | ||||
Common stock issued | 1,300 | ||||
Net working capital settlement | 600 | ||||
Initial fair value estimate of additional earnings-based contingent consideration | 1,900 | ||||
Acquisition maximum payout | $ 3,600 | ||||
Tax deductible amount of Goodwill | $ 8,000 | $ 8,000 | |||
Payment of contingent consideration for purchase of business | $ 2,500 |
Business Combinations - Pro For
Business Combinations - Pro Forma Results of Operations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition, Pro Forma Information [Abstract] | |||
Revenues | $ 794,158 | $ 658,228 | $ 598,082 |
Net income | $ 52,621 | $ 32,424 | $ 28,315 |
Basic net income per share (in dollars per share) | $ 1.63 | $ 1.01 | $ 0.90 |
Diluted net income per share (in dollars per share) | $ 1.52 | $ 0.99 | $ 0.87 |
Shares used in computing basic net income per share (in shares) | 32,222 | 31,964 | 31,344 |
Shares used in computing diluted net income per share (in shares) | 34,689 | 32,620 | 32,413 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Balance at beginning of period | $ 427,928 | $ 335,564 |
Purchase price allocations for acquisitions | 96,717 | 86,640 |
Effect of foreign currency translation adjustments | (9,416) | 5,724 |
Balance at end of period | $ 515,229 | $ 427,928 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 137,567 | $ 123,740 |
Accumulated Amortization | (56,290) | (60,169) |
Net Carrying Amount | 81,277 | 63,571 |
Customer Relationships [Member] | ||
Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | 125,433 | 97,497 |
Accumulated Amortization | (51,253) | (44,185) |
Net Carrying Amount | 74,180 | 53,312 |
Noncompete Agreements [Member] | ||
Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | 1,444 | 1,479 |
Accumulated Amortization | (736) | (831) |
Net Carrying Amount | 708 | 648 |
Customer Backlog [Member] | ||
Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | 3,025 | 10,353 |
Accumulated Amortization | (741) | (5,941) |
Net Carrying Amount | 2,284 | 4,412 |
Trade Names [Member] | ||
Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | 683 | 449 |
Accumulated Amortization | (155) | (281) |
Net Carrying Amount | 528 | 168 |
Software Development [Member] | ||
Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | 6,982 | 13,962 |
Accumulated Amortization | (3,405) | (8,931) |
Net Carrying Amount | $ 3,577 | $ 5,031 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Estimated Useful Lives of Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum | |
Intangible Assets, Gross (Excluding Goodwill) [Abstract] | |
Estimated useful lives | 1 year |
Maximum | |
Intangible Assets, Gross (Excluding Goodwill) [Abstract] | |
Estimated useful lives | 10 years |
Customer Relationships [Member] | Minimum | |
Intangible Assets, Gross (Excluding Goodwill) [Abstract] | |
Estimated useful lives | 5 years |
Customer Relationships [Member] | Maximum | |
Intangible Assets, Gross (Excluding Goodwill) [Abstract] | |
Estimated useful lives | 10 years |
Noncompete Agreements [Member] | Minimum | |
Intangible Assets, Gross (Excluding Goodwill) [Abstract] | |
Estimated useful lives | 4 years |
Noncompete Agreements [Member] | Maximum | |
Intangible Assets, Gross (Excluding Goodwill) [Abstract] | |
Estimated useful lives | 5 years |
Software Development [Member] | Minimum | |
Intangible Assets, Gross (Excluding Goodwill) [Abstract] | |
Estimated useful lives | 1 year |
Software Development [Member] | Maximum | |
Intangible Assets, Gross (Excluding Goodwill) [Abstract] | |
Estimated useful lives | 7 years |
Trade Names [Member] | |
Intangible Assets, Gross (Excluding Goodwill) [Abstract] | |
Estimated useful lives | 1 year |
Customer Backlog [Member] | |
Intangible Assets, Gross (Excluding Goodwill) [Abstract] | |
Estimated useful lives | 1 year |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible Assets, Gross (Excluding Goodwill) [Abstract] | |||
Amortization expense | $ 23,453 | $ 22,857 | $ 16,151 |
Estimated Amortization Expense [Abstract] | |||
2022 | 22,691 | ||
2023 | 15,016 | ||
2024 | 11,858 | ||
2025 | 8,781 | ||
2026 | 6,530 | ||
Thereafter | $ 16,401 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Employer matching contribution | 50.00% | ||
Percentage of employer matching contribution in cash | 25.00% | ||
Percentage of employer matching contribution in stock | 25.00% | ||
Percentage of employee contribution matched by employer | 6.00% | ||
Employer matching contribution expense | $ 8.7 | $ 6.8 | $ 6.7 |
Deferred Compensation Liability [Abstract] | |||
Deferred compensation liability | 9.8 | 7.5 | |
COLI asset balance | $ 10.8 | $ 7.4 |
Long-term Debt - Revolving Cred
Long-term Debt - Revolving Credit Facility (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | May 07, 2021 | Dec. 31, 2020 | |
Line of Credit [Abstract] | |||
Long-term debt, net | $ 326,126,000 | $ 183,624,000 | |
Revolving Credit Facility | |||
Line of Credit [Abstract] | |||
Ratio of EBITDA plus stock compensation and minus income taxes paid and capital expenditures to interest expense and scheduled payments due for borrowings | 5 | ||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | |||
Line of Credit [Abstract] | |||
Margin interest rate percentage | 1.00% | ||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum | |||
Line of Credit [Abstract] | |||
Margin interest rate percentage | 2.00% | ||
Revolving Credit Facility | Credit Agreement | |||
Line of Credit [Abstract] | |||
Maximum borrowing capacity | $ 200,000,000 | ||
Additional commitment increase | $ 75,000,000 | ||
Payment for credit facility financing fees | 600,000 | ||
Allowable amount of letters of credit for issuance | 10,000,000 | ||
Letters of Credit Outstanding, Amount | 200,000 | ||
Available borrowing capacity | $ 199,800,000 | ||
Ratio of EBITDA plus stock compensation and minus income taxes paid and capital expenditures to interest expense and scheduled payments due for borrowings | 3.50 | ||
Long-term debt, net | $ 50,000,000 | ||
Leverage Ratio | 2.50 | ||
Leverage Ratio needed for payment of dividends | 3.50 | ||
Revolving Credit Facility | Credit Agreement | Prime Rate | |||
Line of Credit [Abstract] | |||
Interest rate at period end | 3.25% | ||
Revolving Credit Facility | Credit Agreement | Prime Rate | Minimum | |||
Line of Credit [Abstract] | |||
Margin interest rate percentage | 0.00% | ||
Revolving Credit Facility | Credit Agreement | Prime Rate | Maximum | |||
Line of Credit [Abstract] | |||
Margin interest rate percentage | 1.00% | ||
Revolving Credit Facility | Credit Agreement | London Interbank Offered Rate (LIBOR) | |||
Line of Credit [Abstract] | |||
Interest rate at period end | 0.10% |
Long-term Debt - Line of Credit
Long-term Debt - Line of Credit (Details) - Revolving Credit Facility | 12 Months Ended | |
Dec. 31, 2021USD ($)LetterOfCredit | May 07, 2021USD ($) | |
Line of Credit [Abstract] | ||
Ratio of EBITDA plus stock compensation and minus income taxes paid and capital expenditures to interest expense and scheduled payments due for borrowings | 5 | |
London Interbank Offered Rate (LIBOR) | Minimum | ||
Line of Credit [Abstract] | ||
Margin interest rate percentage | 1.00% | |
London Interbank Offered Rate (LIBOR) | Maximum | ||
Line of Credit [Abstract] | ||
Margin interest rate percentage | 2.00% | |
Credit Agreement | ||
Line of Credit [Abstract] | ||
Maximum borrowing capacity | $ 200,000,000 | |
Additional commitment increase | $ 75,000,000 | |
Allowable amount of letters of credit for issuance | $ 10,000,000 | |
Number of letters of credit outstanding | LetterOfCredit | 2 | |
Letters of Credit Outstanding, Amount | $ 200,000 | |
Available borrowing capacity | $ 199,800,000 | |
Ratio of EBITDA plus stock compensation and minus income taxes paid and capital expenditures to interest expense and scheduled payments due for borrowings | 3.50 | |
Leverage Ratio | 2.50 | |
Leverage Ratio needed for payment of dividends | 3.50 | |
Credit Agreement | Prime Rate | ||
Line of Credit [Abstract] | ||
Interest rate at period end | 3.25% | |
Credit Agreement | Prime Rate | Minimum | ||
Line of Credit [Abstract] | ||
Margin interest rate percentage | 0.00% | |
Credit Agreement | Prime Rate | Maximum | ||
Line of Credit [Abstract] | ||
Margin interest rate percentage | 1.00% | |
Credit Agreement | London Interbank Offered Rate (LIBOR) | ||
Line of Credit [Abstract] | ||
Interest rate at period end | 0.10% |
Long-term Debt - Convertible Se
Long-term Debt - Convertible Senior Notes (Details) $ / shares in Units, $ in Thousands | Nov. 09, 2021USD ($)$ / shares | Aug. 14, 2020USD ($)$ / shares | Sep. 11, 2018USD ($)$ / shares | Dec. 31, 2021USD ($)$ / shares | Aug. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Aug. 31, 2020USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($)day$ / sharesRate | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | |||||||||||||
Long-term debt, net | $ 326,126 | $ 183,624 | $ 326,126 | $ 326,126 | $ 183,624 | $ 326,126 | $ 183,624 | ||||||
Payments for repurchase of convertible notes | $ (13,900) | (368,664) | (180,420) | $ 0 | |||||||||
Loss on extinguishment of debt | $ 28,996 | 4,537 | $ 0 | ||||||||||
Common stock (in dollars per share) | $ / shares | $ 129.29 | $ 129.29 | $ 129.29 | $ 129.29 | |||||||||
Convertible Senior Notes Due 2023 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Loss on extinguishment of debt | $ 300 | ||||||||||||
Convertible Debt | Conversion Circumstance One | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Conversion rate of the notes on trading day (as percent) | 130.00% | ||||||||||||
Threshold trading days (whether or not consecutive) | day | 20 | ||||||||||||
Consecutive trading day period (in days) | day | 30 | ||||||||||||
Convertible Debt | Conversion Circumstance Two | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Conversion rate of the notes on trading day (as percent) | Rate | 98.00% | ||||||||||||
Threshold trading days (whether or not consecutive) | day | 5 | ||||||||||||
Consecutive trading day period (in days) | day | 10 | ||||||||||||
Convertible Debt | Convertible Senior Notes Due 2026 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregated principal amount | $ 380,000 | ||||||||||||
Initial purchasers' discount and issuance cost | (10,700) | ||||||||||||
Proceeds from debt, net issuance costs | 369,300 | ||||||||||||
Percent rate stated, percentage | 0.125% | 0.125% | 0.125% | 0.125% | |||||||||
Aggregate principal amount outstanding | $ 380,000 | 0 | $ 380,000 | $ 380,000 | 0 | $ 380,000 | 0 | ||||||
Maturity date | Nov. 15, 2026 | Nov. 15, 2026 | Nov. 15, 2026 | Nov. 15, 2026 | |||||||||
Debt issuance costs | $ 10,700 | ||||||||||||
Share conversion rate | 5.2100 | ||||||||||||
Initial conversion price (in dollars per share) | $ / shares | $ 191.94 | ||||||||||||
Debt borrowing rate, percentage | 4.00% | ||||||||||||
Debt discount for conversion option | $ 66,100 | $ 66,200 | |||||||||||
Fair value of debt | 313,800 | ||||||||||||
Deferred tax liability, convertible debt discount | 16,800 | $ 16,900 | $ 16,900 | $ 16,900 | 16,900 | ||||||||
Deferred finance cost, liability component | 8,800 | ||||||||||||
Deferred finance costs, equity component | 1,900 | ||||||||||||
Deferred tax assets, deferred finance costs, equity component | 500 | ||||||||||||
Cost of entering into hedges, net of warrants | (42,700) | ||||||||||||
Proceeds from issuance of long-term debt | 311,500 | ||||||||||||
Long-term debt, net | 306,974 | 0 | 306,974 | 306,974 | 0 | 306,974 | 0 | ||||||
Net proceeds to repurchase stock | $ 15,100 | ||||||||||||
Convertible Debt | Convertible Senior Notes Due 2025 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregated principal amount | $ 230,000 | ||||||||||||
Initial purchasers' discount and issuance cost | (7,300) | $ (3,800) | $ (3,800) | $ (3,800) | $ (3,800) | ||||||||
Proceeds from debt, net issuance costs | $ 222,700 | ||||||||||||
Percent rate stated, percentage | 1.25% | 1.25% | 1.25% | 1.25% | 1.25% | ||||||||
Aggregate principal amount outstanding | $ 23,293 | 230,000 | $ 23,293 | $ 23,293 | 230,000 | $ 23,293 | 230,000 | ||||||
Maturity date | Aug. 1, 2025 | Aug. 1, 2025 | Aug. 1, 2025 | Aug. 1, 2025 | |||||||||
Debt issuance costs | $ 7,300 | ||||||||||||
Share conversion rate | 19.3538 | ||||||||||||
Initial conversion price (in dollars per share) | $ / shares | $ 51.67 | ||||||||||||
Initial liability component of note | $ 181,100 | ||||||||||||
Debt borrowing rate, percentage | 6.30% | ||||||||||||
Debt discount for conversion option | 48,900 | ||||||||||||
Deferred tax liability, convertible debt discount | 12,600 | 12,600 | 12,600 | ||||||||||
Deferred finance cost, liability component | $ 5,700 | ||||||||||||
Deferred finance costs, equity component | 1,600 | ||||||||||||
Deferred tax assets, deferred finance costs, equity component | 400 | ||||||||||||
Cost of entering into hedges, net of warrants | (26,700) | ||||||||||||
Share issued (in shares) | shares | 1,640,152 | ||||||||||||
Repayments of long-term debt | $ 44,000 | ||||||||||||
Long-term debt, net | 19,152 | 179,039 | $ 19,152 | $ 19,152 | 179,039 | $ 19,152 | 179,039 | ||||||
Debt allocated to liability and equity | 400,500 | 400,500 | 400,500 | 400,500 | |||||||||
Interest expense | 700 | ||||||||||||
Deferred tax effect | 2,000 | $ 2,000 | 2,000 | 2,000 | |||||||||
Payments for repurchase of convertible notes | (172,000) | 197,400 | |||||||||||
Remaining proceeds | $ 24,000 | ||||||||||||
Loss on extinguishment of debt | 21,900 | ||||||||||||
Inducement charge | 6,800 | ||||||||||||
Discount rate (as a percent) | 3.50% | ||||||||||||
Convertible Debt | Convertible Senior Notes Due 2023 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregated principal amount | $ 143,800 | ||||||||||||
Initial purchasers' discount and issuance cost | (4,400) | $ (100) | 2,400 | $ (100) | $ (100) | 2,400 | $ (100) | 2,400 | |||||
Proceeds from debt, net issuance costs | $ 139,400 | ||||||||||||
Percent rate stated, percentage | 2.375% | 2.375% | 2.375% | 2.375% | 2.375% | ||||||||
Aggregate principal amount outstanding | $ 0 | 5,090 | $ 0 | $ 0 | 5,090 | $ 0 | 5,090 | ||||||
Maturity date | Sep. 15, 2023 | Sep. 15, 2023 | Sep. 15, 2023 | Sep. 15, 2023 | |||||||||
Share conversion rate | 26.5957 | ||||||||||||
Initial conversion price (in dollars per share) | $ / shares | $ 37.60 | ||||||||||||
Long-term debt, net | $ 0 | 4,585 | $ 0 | $ 0 | 4,585 | $ 0 | $ 4,585 | ||||||
Payments for repurchase of convertible notes | $ (9,700) | $ (172,000) | |||||||||||
Payment of interest | (1,300) | ||||||||||||
Loss on extinguishment of debt | 4,500 | ||||||||||||
Discount rate (as a percent) | 5.00% | ||||||||||||
Convertible Debt, Liability Component | Convertible Senior Notes Due 2023 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Payments for repurchase of convertible notes | (4,900) | (127,700) | |||||||||||
Convertible Debt, Equity Component | Convertible Senior Notes Due 2023 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Payments for repurchase of convertible notes | $ (9,000) | $ (52,700) | $ (400) | ||||||||||
Warrant | Convertible Senior Notes Due 2026 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Hedged conversion price (in dollars per share) | $ / shares | $ 295.29 | $ 295.29 | $ 295.29 | $ 295.29 | |||||||||
Warrant | Convertible Senior Notes Due 2025 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Hedged conversion price (in dollars per share) | $ / shares | 81.05 | 81.05 | 81.05 | 81.05 | |||||||||
Warrant | Convertible Senior Notes Due 2023 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Hedged conversion price (in dollars per share) | $ / shares | $ 46.62 | $ 46.62 | $ 46.62 | $ 46.62 | $ 46.62 |
Long-term Debt - Liability and
Long-term Debt - Liability and Equity Component of Note (Details) - USD ($) $ in Thousands | 2 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||||
Net carrying amount | $ 326,126 | $ 326,126 | $ 183,624 | |
Convertible Debt | Convertible Senior Notes Due 2023 | ||||
Debt Instrument [Line Items] | ||||
Principal | 0 | 0 | 5,090 | |
Less: Unamortized debt discount | 0 | 0 | (426) | |
Unamortized debt issuance costs | 0 | 0 | (79) | |
Net carrying amount | 0 | 0 | 4,585 | |
Convertible Debt | Convertible Senior Notes Due 2025 | ||||
Debt Instrument [Line Items] | ||||
Principal | 23,293 | 23,293 | 230,000 | |
Less: Unamortized debt discount | (3,724) | (3,724) | (45,690) | |
Unamortized debt issuance costs | (417) | (417) | (5,271) | |
Net carrying amount | 19,152 | 19,152 | 179,039 | |
Interest expense | 700 | |||
Convertible Debt | Convertible Senior Notes Due 2026 | ||||
Debt Instrument [Line Items] | ||||
Principal | 380,000 | 380,000 | 0 | |
Less: Unamortized debt discount | (64,413) | (64,413) | 0 | |
Unamortized debt issuance costs | (8,613) | (8,613) | 0 | |
Net carrying amount | $ 306,974 | 306,974 | 0 | |
Senior Notes [Member] | Convertible Senior Notes Due 2023 | ||||
Debt Instrument [Line Items] | ||||
Coupon interest | 75 | 2,200 | $ 3,414 | |
Amortization of debt discount | 91 | 2,561 | 3,773 | |
Amortization of debt issuance costs | 18 | 533 | 824 | |
Interest expense | 184 | 5,294 | 8,011 | |
Senior Notes [Member] | Convertible Senior Notes Due 2025 | ||||
Debt Instrument [Line Items] | ||||
Coupon interest | 2,521 | 1,094 | 0 | |
Amortization of debt discount | 7,780 | 3,254 | 0 | |
Amortization of debt issuance costs | 1,008 | 438 | 0 | |
Interest expense | 11,309 | 4,786 | 0 | |
Senior Notes [Member] | Convertible Senior Notes Due 2026 | ||||
Debt Instrument [Line Items] | ||||
Coupon interest | 69 | 0 | 0 | |
Amortization of debt discount | 1,738 | 0 | 0 | |
Amortization of debt issuance costs | 260 | 0 | 0 | |
Interest expense | $ 2,067 | $ 0 | $ 0 |
Long-term Debt - Interest Expen
Long-term Debt - Interest Expense on Note (Details) - Senior Notes [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Convertible Senior Notes Due 2026 | |||
Debt Instrument [Line Items] | |||
Coupon interest | $ 69 | $ 0 | $ 0 |
Amortization of debt discount | 1,738 | 0 | 0 |
Amortization of debt issuance costs | 260 | 0 | 0 |
Total interest expense recognized | 2,067 | 0 | 0 |
Convertible Senior Notes Due 2023 | |||
Debt Instrument [Line Items] | |||
Coupon interest | 75 | 2,200 | 3,414 |
Amortization of debt discount | 91 | 2,561 | 3,773 |
Amortization of debt issuance costs | 18 | 533 | 824 |
Total interest expense recognized | 184 | 5,294 | 8,011 |
Convertible Senior Notes Due 2025 | |||
Debt Instrument [Line Items] | |||
Coupon interest | 2,521 | 1,094 | 0 |
Amortization of debt discount | 7,780 | 3,254 | 0 |
Amortization of debt issuance costs | 1,008 | 438 | 0 |
Total interest expense recognized | $ 11,309 | $ 4,786 | $ 0 |
Long-term Debt - Convertible No
Long-term Debt - Convertible Note Hedges and Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 09, 2021 | Aug. 14, 2020 | Aug. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 11, 2018 |
Debt Instrument [Line Items] | ||||||||
Payments for Warrants Related to Convertible Notes | $ 303,896 | $ 43,028 | $ 0 | |||||
Proceeds from sale of hedges related to repurchase of convertible notes | 381,290 | $ 50,062 | $ 0 | |||||
Convertible Senior Notes Due 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Payments for Warrants Related to Convertible Notes | $ 5,000 | |||||||
Convertible Senior Notes Due 2025 | ||||||||
Debt Instrument [Line Items] | ||||||||
Expiration period for note warrants in trading days | 100 days | |||||||
Convertible Senior Notes Due 2026 | ||||||||
Debt Instrument [Line Items] | ||||||||
Expiration period for note warrants in trading days | 80 days | |||||||
Convertible Note Hedges | Convertible Senior Notes Due 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion option to acquire shares (in shares) | 100,000 | |||||||
Debt Instrument, Convertible Debt, Number of Shares Terminated | 3,700,000 | |||||||
Proceeds from sale of hedges related to repurchase of convertible notes | $ 6,100 | $ 50,100 | ||||||
Convertible Note Hedges | Convertible Senior Notes Due 2025 | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion option to acquire shares (in shares) | 4,500,000 | 4,000,000 | ||||||
Strike price | $ 51.67 | |||||||
Proceeds from sale of hedges related to repurchase of convertible notes | $ 375,200 | |||||||
Convertible Note Hedges | Convertible Senior Notes Due 2026 | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion option to acquire shares (in shares) | 2,000,000 | |||||||
Strike price | $ 191.94 | |||||||
Warrant | Convertible Senior Notes Due 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrant exercise price (in dollars per share) | $ 46.62 | $ 46.62 | $ 46.62 | |||||
Warrant | Convertible Senior Notes Due 2025 | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrant exercise price (in dollars per share) | 81.05 | 81.05 | ||||||
Warrant | Convertible Senior Notes Due 2026 | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrant exercise price (in dollars per share) | $ 295.29 | $ 295.29 | ||||||
Warrant | Convertible Debt | Convertible Senior Notes Due 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Payments for Warrants Related to Convertible Notes | $ 43,000 | |||||||
Warrant | Convertible Debt | Convertible Senior Notes Due 2025 | ||||||||
Debt Instrument [Line Items] | ||||||||
Payments for Warrants Related to Convertible Notes | $ (298,900) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Contingency [Line Items] | |||
Effective tax rate | 16.60% | 25.20% | 22.60% |
Undistributed earnings of foreign subsidiaries | $ 19,500 | ||
Deferred tax liability not recognized, amount of unrecognized deferred tax liability, undistributed earnings of foreign subsidiaries | 1,300 | ||
Unrecognized tax benefits | 16,988 | $ 7,084 | $ 4,665 |
Unrecognized tax benefits that would impact effective tax rate | 12,200 | ||
Interest expense | 400 | 300 | |
Unrecognized tax benefits, interest on income taxes accrued | 2,100 | ||
Penalties on income taxes accrued | $ 900 | ||
Domestic Tax Authority | Internal Revenue Service (IRS) | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards | 500 | ||
Domestic Tax Authority | Internal Revenue Service (IRS) | Tax Years 2011, 2012 and 2013 | |||
Income Tax Contingency [Line Items] | |||
Disallowed research tax credits being litigated | 5,700 | ||
Domestic Tax Authority | Internal Revenue Service (IRS) | Tax Years 2011 through 2019 | |||
Income Tax Contingency [Line Items] | |||
Research tax credits taken or expected to be taken | $ 26,900 |
Income Taxes - Components for P
Income Taxes - Components for Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ 16,006 | $ 6,010 | $ 5,000 |
State | 2,767 | 2,433 | 2,724 |
Foreign | 4,281 | 3,293 | 1,051 |
Total current | 23,054 | 11,736 | 8,775 |
Deferred: | |||
Federal | (8,285) | 574 | 1,570 |
State | (2,425) | 171 | 467 |
Foreign | (1,952) | (2,333) | 4 |
Total deferred | (12,662) | (1,588) | 2,041 |
Total provision for income taxes | $ 10,392 | $ 10,148 | $ 10,816 |
Income Taxes - Components of Pr
Income Taxes - Components of Pretax Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract] | |||
Domestic | $ 56,299 | $ 36,747 | $ 43,330 |
Foreign | 6,184 | 3,582 | 4,611 |
Income before income taxes | $ 62,483 | $ 40,329 | $ 47,941 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Tax Assets [Abstract] | ||
Accrued liabilities | $ 7,044 | $ 1,473 |
Operating lease liabilities | 6,365 | 7,195 |
Allowance for Doubtful Accounts | 605 | 273 |
Foreign exchange adjustment | 1,257 | 0 |
Net operating losses | 118 | 203 |
Deferred compensation liability | 1,786 | 2,511 |
Interest limitation | 8,107 | 0 |
Intangible assets | 0 | 1,844 |
Total deferred tax assets | 25,282 | 13,499 |
Deferred Tax Liabilities [Abstract] | ||
Prepaid expenses | 1,081 | 1,216 |
Foreign exchange adjustments | 0 | 1,828 |
Goodwill and intangible assets | 28,534 | 23,027 |
Operating lease right-of-use assets | 5,812 | 6,909 |
Fixed assets | 1,614 | 1,430 |
Total deferred tax liabilities | 37,041 | 34,410 |
Net deferred tax liability | $ 11,759 | $ 20,911 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory to Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Federal statutory rate | 21.00% | 21.00% | 21.00% |
State taxes, net of federal benefit | 3.20% | 5.20% | 4.30% |
Effect of foreign operations | 1.70% | 0.50% | 0.20% |
Stock compensation | (5.20%) | (0.30%) | (1.00%) |
Non-deductible acquisition costs | 1.00% | 3.10% | 0.20% |
Research and development tax credit | (4.80%) | (3.90%) | (1.80%) |
Other | (0.30%) | (0.40%) | (0.30%) |
Effective tax rate | 16.60% | 25.20% | 22.60% |
Income Taxes - Gross Unrecogniz
Income Taxes - Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at beginning of year | $ 7,084 | $ 4,665 |
Additions based on tax positions related to current year | 6,934 | 1,102 |
Additions based on tax positions related to prior years | 2,970 | 1,317 |
Balance at end of year | $ 16,988 | $ 7,084 |
Income Taxes - U.S. Tax Reform
Income Taxes - U.S. Tax Reform (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
U.S Tax Reform [Abstract] | |||
Federal statutory rate | 21.00% | 21.00% | 21.00% |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Not Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Net gain on foreign currency forward contracts | $ (1.2) | $ 0.7 |
Derivatives - Notional Amounts
Derivatives - Notional Amounts (Details) - Not Designated as Hedging Instrument - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Notional Disclosures [Abstract] | ||
Derivative, Notional Amount | $ 24,223 | $ 16,008 |
Foreign Exchange Forward | ||
Notional Disclosures [Abstract] | ||
Derivative, Notional Amount | $ 24,223 | $ 16,008 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) $ in Millions | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Note, debt instrument | $ 7.1 | |
Level 2 | Convertible Senior Notes Due 2025 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Note, debt instrument | $ 59.6 | $ 263.4 |
Level 2 | Convertible Senior Notes Due 2026 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Note, debt instrument | $ 363.6 | |
Level 3 | Minimum | Measurement Input, Long-term Revenue Growth Rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.36 | 0.05 |
Level 3 | Minimum | Measurement Input, Price Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.05 | 0.04 |
Level 3 | Minimum | Measurement Input, EBITDA Multiple | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.17 | 0.19 |
Level 3 | Maximum | Measurement Input, Long-term Revenue Growth Rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.76 | 0.15 |
Level 3 | Maximum | Measurement Input, Price Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.06 | 0.05 |
Level 3 | Maximum | Measurement Input, EBITDA Multiple | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.37 | |
Level 3 | Convertible Senior Notes Due 2025 | Minimum | Measurement Input, Discount Rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Instrument, Measurement Input | 0.052 | |
Level 3 | Convertible Senior Notes Due 2025 | Maximum | Measurement Input, Discount Rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Instrument, Measurement Input | 0.079 | |
Level 3 | Convertible Senior Notes Due 2026 | Minimum | Measurement Input, Discount Rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Instrument, Measurement Input | 0.038 | |
Level 3 | Convertible Senior Notes Due 2026 | Maximum | Measurement Input, Discount Rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Instrument, Measurement Input | 0.040 | |
Money Market Funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 12.1 | $ 66 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | |||
Operating lease expense | $ 13 | $ 12.2 | |
Rent expense | $ 9.9 | ||
Variable lease payments | 1.3 | 1.5 | 1.3 |
Operating cash flows for amounts included in measurement of operating lease liabilities | 10.3 | 10.8 | 8.3 |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 5.4 | $ 20.1 | $ 12.7 |
Weighted average remaining lease term (in years) | 4 years | 5 years | 4 years |
Weighted average incremental borrowing rate (as a percentage) | 3.30% | 3.50% | 4.60% |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease terms (in years) | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease terms (in years) | 7 years |
Leases - Lease Liabilities (Det
Leases - Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Other current liabilities | $ 11,543 | $ 10,321 |
Operating lease liabilities | 23,898 | 29,098 |
Total | $ 35,441 | $ 39,419 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other current liabilities | Other current liabilities |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments under ASC Topic 842 (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
2022 | $ 10,384 | |
2023 | 8,831 | |
2024 | 6,784 | |
2025 | 5,247 | |
2026 | 2,770 | |
Thereafter | 4,103 | |
Total future lease payments | 38,119 | |
Less implied interest | (2,678) | |
Total | $ 35,441 | $ 39,419 |
Quarterly Financial Results (_3
Quarterly Financial Results (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenues | $ 214,730 | $ 192,820 | $ 184,136 | $ 169,341 | $ 162,554 | $ 157,678 | $ 146,339 | $ 145,562 | $ 761,027 | $ 612,133 | $ 565,527 |
Total cost of revenues | 131,311 | 118,260 | 113,180 | 106,062 | 99,647 | 96,704 | 91,155 | 93,217 | 468,813 | 380,723 | 354,213 |
Income from operations | 31,618 | 28,014 | 26,094 | 20,206 | 15,414 | 15,665 | 11,739 | 12,436 | 105,932 | 55,254 | 55,332 |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (1,203) | 24,180 | 22,718 | 16,788 | 11,604 | 8,529 | 9,693 | 10,503 | |||
Net income | $ 4,529 | $ 17,396 | $ 16,573 | $ 13,593 | $ 8,421 | $ 6,177 | $ 6,609 | $ 8,974 | $ 52,091 | $ 30,181 | $ 37,125 |
Earnings Per Share, Basic (in dollars per share) | $ 0.14 | $ 0.54 | $ 0.52 | $ 0.43 | $ 0.27 | $ 0.19 | $ 0.21 | $ 0.28 | $ 1.62 | $ 0.95 | $ 1.18 |
Earnings Per Share, Diluted (in dollars per share) | $ 0.13 | $ 0.48 | $ 0.49 | $ 0.41 | $ 0.26 | $ 0.19 | $ 0.20 | $ 0.27 | $ 1.50 | $ 0.93 | $ 1.15 |