Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |||
Mar. 31, 2014 | Apr. 29, 2014 | Apr. 29, 2014 | Apr. 29, 2014 | |
Common Stock | Class A Common Stock | Class B Common Stock | ||
Document Information [Line Items] | ' | ' | ' | ' |
Document Type | '10-Q | ' | ' | ' |
Amendment Flag | 'false | ' | ' | ' |
Document Period End Date | 31-Mar-14 | ' | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' | ' |
Document Fiscal Period Focus | 'Q1 | ' | ' | ' |
Trading Symbol | 'TSYS | ' | ' | ' |
Entity Registrant Name | 'TELECOMMUNICATION SYSTEMS INC /FA/ | ' | ' | ' |
Entity Central Index Key | '0001111665 | ' | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 59,322,113 | 54,324,344 | 4,997,769 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $45,082 | $41,904 |
Marketable securities | 20,207 | 20,004 |
Accounts receivable, net of allowance of $407 in 2014 and $388 in 2013 | 44,447 | 45,789 |
Unbilled receivables | 17,072 | 16,009 |
Inventory | 9,185 | 9,890 |
Deferred project costs and other current assets | 15,063 | 15,286 |
Total current assets | 151,056 | 148,882 |
Property and equipment, net of accumulated depreciation and amortization of $76,470 in 2014 and $73,068 in 2013 | 36,334 | 38,355 |
Software development costs, net of accumulated amortization of $2,089 in 2014 and $1,791 in 2013 | 4,389 | 4,178 |
Acquired intangible assets, net of accumulated amortization of $11,122 in 2014 and $10,173 in 2013 | 20,054 | 21,003 |
Goodwill | 104,241 | 104,241 |
Other assets | 4,821 | 4,796 |
Total assets | 320,895 | 321,455 |
Current liabilities: | ' | ' |
Accounts payable and accrued expenses | 27,147 | 24,372 |
Accrued payroll and related liabilities | 8,825 | 14,378 |
Deferred revenue | 27,970 | 24,809 |
Current portion of long-term debt and capital lease obligations | 30,296 | 30,145 |
Total current liabilities | 94,238 | 93,704 |
Notes payable and capital lease obligations, less current portion | 115,593 | 117,384 |
Other liabilities | 1,017 | 1,124 |
Stockholdersb equity: | ' | ' |
Additional paid-in capital | 342,096 | 340,814 |
Accumulated other comprehensive income | 20 | 27 |
Accumulated deficit | -232,663 | -232,186 |
Total stockholdersb equity | 110,047 | 109,243 |
Total liabilities and stockholdersb equity | 320,895 | 321,455 |
Class A Common Stock | ' | ' |
Stockholdersb equity: | ' | ' |
Common stock, value | 544 | 538 |
Class B Common Stock | ' | ' |
Stockholdersb equity: | ' | ' |
Common stock, value | $50 | $50 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Accounts receivable, allowance | $407 | $388 |
Property and equipment, accumulated depreciation and amortization | 76,470 | 73,068 |
Software development costs, accumulated amortization | 2,089 | 1,791 |
Acquired intangible assets, accumulated amortization | $11,122 | $10,173 |
Class A Common Stock | ' | ' |
Common Stock, par value | $0.01 | $0.01 |
Common Stock, shares authorized | 225,000,000 | 225,000,000 |
Common Stock, shares issued | 54,321,344 | 53,763,871 |
Common Stock, shares outstanding | 54,321,344 | 53,763,871 |
Class B Common Stock | ' | ' |
Common Stock, par value | $0.01 | $0.01 |
Common Stock, shares authorized | 75,000,000 | 75,000,000 |
Common Stock, shares issued | 4,997,769 | 4,997,769 |
Common Stock, shares outstanding | 4,997,769 | 4,997,769 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Revenue | ' | ' |
Services | $62,269 | $73,518 |
Systems | 22,821 | 21,276 |
Total revenue | 85,090 | 94,794 |
Direct costs of revenue | ' | ' |
Direct cost of services revenue | 33,415 | 41,801 |
Direct cost of systems revenue | 16,876 | 17,512 |
Total direct cost of revenue | 50,291 | 59,313 |
Services gross profit | 28,854 | 31,717 |
Systems gross profit | 5,945 | 3,764 |
Total gross profit | 34,799 | 35,481 |
Operating expenses | ' | ' |
Research and development expense | 10,363 | 8,526 |
Sales and marketing expense | 6,931 | 8,049 |
General and administrative expense | 11,647 | 13,648 |
Depreciation and amortization of property and equipment | 3,403 | 3,508 |
Amortization of acquired intangible assets | 949 | 1,142 |
Total operating expenses | 33,293 | 34,873 |
Income from operations | 1,506 | 608 |
Interest expense | -2,204 | -1,844 |
Amortization of deferred financing fees | -168 | -297 |
Other income (expense), net | 137 | -95 |
Net loss before income taxes | -729 | -1,628 |
Income tax benefit | 252 | 799 |
Net loss | ($477) | ($829) |
Net loss per share-basic | ($0.01) | ($0.01) |
Net loss per share-diluted | ($0.01) | ($0.01) |
Weighted average shares outstanding-basic | 59,079 | 58,573 |
Weighted average shares outstanding-diluted | 59,079 | 58,573 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Loss (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Net loss | ($477) | ($829) |
Other comprehensive income (loss): | ' | ' |
Foreign currency translation adjustments | -4 | -7 |
Unrealized gains (loss) on securities: | ' | ' |
Arising during the period | -1 | -1 |
Reclassification to net income (loss) | -2 | -2 |
Net unrealized gains (loss) | -3 | -3 |
Other comprehensive income (loss) | -7 | -10 |
Comprehensive loss | ($484) | ($839) |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Operating activities: | ' | ' |
Net loss | ($477) | ($829) |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization of property and equipment | 3,403 | 3,508 |
Stock-based compensation expense | 1,821 | 2,452 |
Amortization of capitalized software development costs | 298 | 1,754 |
Amortization of acquired intangible assets | 949 | 1,142 |
Amortization of investment premiums and accretion of discounts, net | 76 | 60 |
Deferred tax benefit | ' | -799 |
Amortization of deferred financing fees | 168 | 297 |
Other non-cash adjustments | 1,079 | 1,299 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable, net | 1,342 | 14,814 |
Unbilled receivables | -1,063 | 7,850 |
Inventory | 705 | 1,603 |
Deferred project costs and other current assets | 223 | -383 |
Other assets | -193 | 197 |
Accounts payable and accrued expenses | 1,897 | -1,973 |
Accrued payroll and related liabilities | -5,553 | -9,060 |
Deferred revenue | -107 | -1,924 |
Other liabilities | 3,161 | -718 |
Subtotal - Changes in operating assets and liabilities | 412 | 10,406 |
Net cash provided by operating activities | 7,729 | 19,290 |
Investing activities: | ' | ' |
Purchases of property and equipment | -1,038 | -1,941 |
Purchases of marketable securities | -2,807 | -1,625 |
Proceeds from sale and maturity of marketable securities | 2,525 | 2,763 |
Capitalized software development costs | -504 | -898 |
Net cash used in investing activities | -1,824 | -1,701 |
Financing activities: | ' | ' |
Payments on bank borrowings, notes payable, and capital lease obligations | -1,926 | -9,903 |
Earn-out payment related to 2012 acquisition | -268 | ' |
Payments of tax withholdings on restricted stock | -602 | -456 |
Proceeds from exercise of employee stock options and sale of stock | 69 | 19 |
Net cash used in financing activities | -2,727 | -10,340 |
Net increase in cash | 3,178 | 7,249 |
Cash and cash equivalents at the beginning of the period | 41,904 | 36,623 |
Cash and cash equivalents at the end of the period | $45,082 | $43,872 |
Basis_of_Presentation_and_Summ
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2014 | |
Basis of Presentation and Summary of Significant Accounting Policies | ' |
1. Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. These consolidated financial statements should be read in conjunction with our audited financial statements and related notes included in our 2013 Annual Report on Form 10-K. The terms “TCS,” “Company,” “we,” “us,” and “our” as used in this Form 10-Q refer to TeleCommunication Systems, Inc. and its subsidiaries as a combined entity, except where it is made clear that such terms mean only TeleCommunication Systems, Inc. | |
Use of Estimates. The preparation of these financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts and related disclosures. Significant estimates and assumptions in these consolidated financial statements include estimates used in revenue recognition, fair value of business combinations, fair value associated with goodwill, intangible assets and long-lived asset impairment tests, estimated values of software development costs, income taxes and deferred valuation allowances, the fair value of marketable securities and stock-based compensation, and legal and contingency fees. Actual results could differ from those estimates. | |
Goodwill. Goodwill represents the excess of cost over the fair value of assets of acquired businesses. Goodwill is not amortized, but instead is evaluated for impairment in the fourth quarter of each year, or sooner should there be an indicator of impairment. We may assess qualitative factors to determine whether it is more likely than not an event or circumstance might indicate the fair value of the reporting unit is less than its carrying value. Such indicators include a sustained, significant decline in the Company’s stock price and market capitalization, a decline in the Company’s expected future cash flows, a significant adverse change in legal factors or in the business climate, unanticipated competition, and/or slower expected growth, among others. After completing our assessment of such qualitative factors, and if it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we perform a two-step process. The first step requires a comparison of the book value of net assets to the fair value of the reporting units that have goodwill assigned to them. If the fair value is determined to be less than the book value, a second step is performed to compute the amount of the impairment. In the second step, a fair value for goodwill is estimated, based in part on the fair value of the reporting unit used in the first step, and is compared to its carrying value. The shortfall of the fair value below carrying value, if any, would represent the amount of goodwill impairment. | |
For goodwill impairment testing, we have four reporting units. In 2013, we reorganized the Commercial Segment in order to better conform and integrate the product lines and create efficiencies, so that one management team is now responsible for all Commercial Platforms & Applications other than the 9-1-1 Safety and Security part of the Commercial Segment. Previously, our Commercial Segment was comprised of Navigation and Other Commercial reporting units. Our two Government Segment reporting units, the Government Solutions Group (“GSG”) unit and the Cyber Intelligence unit, remain the same. | |
Earnings per share. Basic net income (loss) per common share is based upon the average number of shares of common stock outstanding during the period. Stock options and restricted stock of approximately 13,000 and 15,500 shares for the three months ended March 31, 2014 and 2013, respectively, were excluded from the computation of diluted net income per share because their inclusion would have been anti-dilutive. | |
For the three months ending March 31, 2014 and 2013, shares issuable upon conversion of convertible debt were excluded from the computation of diluted net income per share because their inclusion would have been anti-dilutive. Concurrent with the issuance of the convertible notes, we entered into convertible note hedge and warrant transactions. If the Company’s share price is greater than the warrant exercise price of $12.74 per share for any period presented, the warrants would be dilutive to the Company’s earnings per share. The convertible note hedge is excluded from the calculation of diluted earnings per share, as the impact is always considered anti-dilutive since the call option would be exercised by us when the exercise price is lower than the market price. For the three months ending March 31, 2014 and 2013, the Company’s share price was less than the warrant exercise price of $12.74; therefore, no value was assigned to the warrants because the effect of their inclusion would have been anti-dilutive. | |
Our two classes of common stock (Class A and B) share equally in dividends declared or accumulated and have equal participation rights in undistributed earnings. In addition, our unvested restricted stock does not contain non-forfeitable rights to dividends and dividend equivalents. As such, unvested shares of restricted stock are not participating securities. and our basic and diluted earnings per share are not impacted by the two-class method of computing earnings per share. | |
Recent Accounting Pronouncements. In April 2014, the Financial Accounting Standards Board (“FASB”) amended guidance related to reporting discontinued operations and disposals of components of an entity. The amended guidance requires that a disposal representing a strategic shift that has (or will have) a major effect on an entity’s financial results or a business activity should be reported as discontinued operations. The amendment also expands the disclosure requirements for discontinued operations and adds new disclosures for individually significant dispositions that do not qualify as discontinued operations. The guidance is for fiscal years, and interim reporting periods within those years, beginning after December 15, 2014, with early adoption permitted only for disposals that have not been previously reported. The amended guidance is not expected to have a material impact on our consolidated financial statements. | |
In July 2013, the FASB amended guidance related to income taxes and the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar loss, or a tax credit carryforward exists. Under certain circumstances, unrecognized tax benefits should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. The adoption of this pronouncement did not have a material effect on our consolidated financial statements. |
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2014 | |
Stock-Based Compensation | ' |
2. Stock-Based Compensation | |
Restricted Stock | |
We had 2,180 and 1,498 restricted stock units outstanding at a weighted-average grant date fair value per share of $2.39 and $2.54 as of March 31, 2014 and 2013, respectively. Share-based compensation expense is recognized on a straight line basis, net of estimated forfeiture rate, for only those shares expected to vest over the requisite service period of the award, which is generally the vesting over one year for directors and vest in annual increments over three years for executives and employees conditional on continued employment. As of March 31, 2014 and 2013, we had approximately $4,000 and $3,000, respectively, of total unrecognized share-based compensation expense, which is expected to be recognized over a weighted-average period of approximately 2 years. | |
Stock Options | |
We had 16,272 and 18,103 stock options outstanding as of March 31, 2014 and 2013, respectively. During the first three months of 2014, we granted 1,254 options and had exercises of 3 options. Share-based compensation expense is recognized on a straight line basis, net of any estimated forfeiture rate, for only those shares expected to vest over the requisite service period of the award, which is generally 5 years. As of March 31, 2014 and 2013, we had approximately $5,000 and $10,000, respectively, of total unrecognized share-based compensation expense, which is expected to be recognized over a weighted-average period of approximately 3 years. | |
Total Stock-Based Compensation | |
We recognized total share-based compensation expense of $1,821 and $2,452 in the three months ended March 31, 2014 and 2013, respectively. |
Supplemental_Disclosure_of_Cas
Supplemental Disclosure of Cash Flow Information | 3 Months Ended |
Mar. 31, 2014 | |
Supplemental Disclosure of Cash Flow Information | ' |
3. Supplemental Disclosure of Cash Flow Information | |
Property and equipment acquired under capital leases totaled $344 and $648 during the three months ended March 31, 2014 and 2013, respectively. | |
Interest paid totaled $868 and $602 during the three months ended March 31, 2014 and 2013, respectively. | |
Income taxes and estimated state income tax refunds received totaled $32 during the three months ended March 31, 2014. Income taxes and estimated state income taxes paid totaled $198 during the three months ended March 31, 2013. |
Marketable_Securities
Marketable Securities | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Marketable Securities | ' | |||||||||||||||
4. Marketable Securities | ||||||||||||||||
Available-for-sale marketable securities at March 31, 2014 were: | ||||||||||||||||
Amortized | Gross | Gross | Estimated | |||||||||||||
Cost | Unrealized | Unrealized | Fair | |||||||||||||
Basis | Gains | Losses | Value | |||||||||||||
Corporate bonds | $ | 18,032 | $ | 41 | $ | (5 | ) | $ | 18,068 | |||||||
Mortgage-backed and asset-backed securities | 2,143 | 3 | (7 | ) | 2,139 | |||||||||||
Total marketable securities | $ | 20,175 | $ | 44 | $ | (12 | ) | $ | 20,207 | |||||||
The following table summarizes the estimated fair value of available-for-sale marketable securities by contractual maturity at March 31, 2014: | ||||||||||||||||
Fair | ||||||||||||||||
Value | ||||||||||||||||
Due within 1 year or less | $ | 7,257 | ||||||||||||||
Due after 1 through 5 years | 11,800 | |||||||||||||||
Mortgage-backed securities not due in a single maturity date | 1,150 | |||||||||||||||
$ | 20,207 | |||||||||||||||
Available-for-sale marketable securities at December 31, 2013 were: | ||||||||||||||||
Amortized | Gross | Gross | Estimated | |||||||||||||
Cost | Unrealized | Unrealized | Fair | |||||||||||||
Basis | Gains | Losses | Value | |||||||||||||
Corporate bonds | $ | 18,798 | $ | 41 | $ | (6 | ) | $ | 18,833 | |||||||
Mortgage-backed and asset-backed securities | 1,170 | 1 | — | 1,171 | ||||||||||||
Total marketable securities | $ | 19,968 | $ | 42 | $ | (6 | ) | $ | 20,004 | |||||||
The following table summarizes the estimated fair value of available-for-sale marketable securities by contractual maturity at December 31, 2013: | ||||||||||||||||
Fair | ||||||||||||||||
Value | ||||||||||||||||
Due within 1 year or less | $ | 6,248 | ||||||||||||||
Due after 1 through 5 years | 13,449 | |||||||||||||||
Mortgage-backed securities not due in a single maturity date | 307 | |||||||||||||||
$ | 20,004 | |||||||||||||||
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Fair Value Measurements | ' | |||||||||||||||
5. Fair Value Measurements | ||||||||||||||||
Our assets and liabilities subject to fair value measurements on a recurring basis and the required disclosures were: | ||||||||||||||||
Fair | Fair Value Measurements | |||||||||||||||
Value | Using Fair Value Hierarchy | |||||||||||||||
As of March 31, 2014 | Total | Level 1 | Level 2 | Level 3 | ||||||||||||
Assets: | ||||||||||||||||
Cash and cash equivalents | $ | 45,082 | $ | 45,082 | $ | — | $ | — | ||||||||
Corporate bonds | 18,068 | 18,068 | — | — | ||||||||||||
Mortgage-backed and asset-backed securities | 2,139 | 2,139 | — | — | ||||||||||||
Marketable securities | 20,207 | 20,207 | — | — | ||||||||||||
Deferred compensation plan investments | 1,044 | 1,044 | — | — | ||||||||||||
Assets at fair value | $ | 66,333 | $ | 66,333 | $ | — | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Deferred compensation | $ | 686 | $ | 686 | $ | — | $ | — | ||||||||
Liabilities at fair value | $ | 686 | $ | 686 | $ | — | $ | — | ||||||||
Fair | Fair Value Measurements | |||||||||||||||
Value | Using Fair Value Hierarchy | |||||||||||||||
As of December 31, 2013 | Total | Level 1 | Level 2 | Level 3 | ||||||||||||
Assets: | ||||||||||||||||
Cash and cash equivalents | $ | 41,904 | $ | 41,904 | $ | — | $ | — | ||||||||
Corporate bonds | 18,498 | 18,498 | — | — | ||||||||||||
Mortgage-backed and asset-backed securities | 1,506 | 1,506 | — | — | ||||||||||||
Marketable securities | 20,004 | 20,004 | — | — | ||||||||||||
Deferred compensation plan investments | 1,003 | 1,003 | — | — | ||||||||||||
Assets at fair value | $ | 62,911 | $ | 62,911 | $ | — | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Deferred compensation | $ | 637 | $ | 637 | $ | — | $ | — | ||||||||
Contractual acquisition earn-outs | 369 | — | — | 369 | ||||||||||||
Liabilities at fair value | $ | 1,006 | $ | 637 | $ | — | $ | 369 | ||||||||
We hold marketable securities that are investment grade and are classified as available-for-sale. The securities include corporate bonds, and mortgage and asset-backed securities that are carried at fair market value based on quoted market prices. | ||||||||||||||||
We hold trading securities as part of a rabbi trust to fund supplemental executive retirement plans and deferred income plans. The funds held are all managed by a third party and include fixed income funds, equity securities, and money market accounts, or other investments for which there is an active quoted market. The related deferred compensation liabilities are valued based on the underlying investment selections in each participant’s account. | ||||||||||||||||
The contractual acquisition earn-outs were part of the consideration paid for acquisitions. The fair value of the earn-outs is based on probability-weighted payouts under different scenarios, discounted using a discount rate commensurate with the risk. | ||||||||||||||||
The following table provides a summary of the changes in the our contractual acquisition earn-outs measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2014: | ||||||||||||||||
Fair Value | ||||||||||||||||
Measurements | ||||||||||||||||
Using Significant | ||||||||||||||||
Unobservable | ||||||||||||||||
Inputs (Level 3) | ||||||||||||||||
Balance at January 1, 2014 | $ | 369 | ||||||||||||||
Fair value adjustment recognized in earnings | (101 | ) | ||||||||||||||
Settlements | (268 | ) | ||||||||||||||
Balance at March 31, 2014 | $ | — | ||||||||||||||
Long-term debt, excluding leases, consists of borrowings under Senior Credit Facilities, 4.5% and 7.75% convertible senior notes, and promissory notes; see Note 11. The long-term debt, excluding leases, is reported at the borrowed amounts outstanding. At March 31, 2014, the estimated fair value of long-term debt, excluding leases, was $133,000 versus a carrying value of $134,981. At March 31, 2013, the estimated fair value of long-term debt, excluding leases, was $141,000 versus a carrying value of $146,935. The estimated fair value is based on a market approach using quoted market prices or current market rates for similar debt with approximately the same remaining maturities, where possible, and are classified as Level 2. | ||||||||||||||||
Assets and liabilities that are measured at fair value on a non-recurring basis include long-lived assets, intangible assets, and goodwill. These items are recognized at fair value when they are considered to be other than temporarily impaired using significant unobservable inputs and are classified as Level 3. |
Segment_Information
Segment Information | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||
Segment Information | ' | |||||||||||||||||||||||
6. Segment Information | ||||||||||||||||||||||||
Our two reporting segments are the Government Segment and the Commercial Segment. | ||||||||||||||||||||||||
Government Segment: We provide professional services, including field support of deployable wireless systems and cybersecurity training, to the U.S. Department of Defense (“DoD”) and other government and foreign customers. We own and operate secure satellite teleport facilities, resell access to satellite airtime (known as space segment), and design, furnish, install and operate wireless communication systems and components, including our SwiftLink® deployable communication systems, which integrate high-speed, satellite, and, Internet Protocol technology with secure, federal government-approved cryptologic devices. | ||||||||||||||||||||||||
Commercial Segment: We are one of two leading companies that enable 9-1-1 call routing via cellular, Voice over Internet Protocol (“VoIP”), and next generation technology. Other TCS hosted and managed services include cellular carrier infrastructure for text messaging and location-based platforms and applications, including turn-by-turn navigation and Enhanced 9-1-1 (“E9-1-1”) call routing. Commercial Segment customers include wireless carrier network operators, VoIP service providers, wireless device manufacturers, automotive industry suppliers, and state and local governments. | ||||||||||||||||||||||||
Management evaluates segment performance based on gross profit, and all revenues reported below are from external customers. We do not maintain information regarding segment assets. Accordingly, asset information by reportable segment is not presented. | ||||||||||||||||||||||||
The following tables set forth the results of our reportable segments and a reconciliation of segment gross profit to net loss: | ||||||||||||||||||||||||
Three Months Ended March 31, | ||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Gvmt | Comm. | Total | Gvmt | Comm. | Total | |||||||||||||||||||
Revenue | ||||||||||||||||||||||||
Services | $ | 27,628 | $ | 34,641 | $ | 62,269 | $ | 36,095 | $ | 37,423 | $ | 73,518 | ||||||||||||
Systems | 17,433 | 5,388 | 22,821 | 16,744 | 4,532 | 21,276 | ||||||||||||||||||
Total revenue | 45,061 | 40,029 | 85,090 | 52,839 | 41,955 | 94,794 | ||||||||||||||||||
Direct costs of revenue | ||||||||||||||||||||||||
Direct cost of services | 19,671 | 13,744 | 33,415 | 25,415 | 16,386 | 41,801 | ||||||||||||||||||
Direct cost of systems | 14,221 | 2,655 | 16,876 | 13,925 | 3,587 | 17,512 | ||||||||||||||||||
Total direct cost of revenue | 33,892 | 16,399 | 50,291 | 39,340 | 19,973 | 59,313 | ||||||||||||||||||
Gross profit | ||||||||||||||||||||||||
Services gross profit | 7,957 | 20,897 | 28,854 | 10,680 | 21,037 | 31,717 | ||||||||||||||||||
Systems gross profit | 3,212 | 2,733 | 5,945 | 2,819 | 945 | 3,764 | ||||||||||||||||||
Total gross profit | $ | 11,169 | $ | 23,630 | $ | 34,799 | $ | 13,499 | $ | 21,982 | $ | 35,481 | ||||||||||||
Three Months Ended | ||||||||||||||||||||||||
March 31, | ||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Total segment gross profit | $ | 34,799 | $ | 35,481 | ||||||||||||||||||||
Research and development expense | (10,363 | ) | (8,526 | ) | ||||||||||||||||||||
Sales and marketing expense | (6,931 | ) | (8,049 | ) | ||||||||||||||||||||
General and administrative expense | (11,647 | ) | (13,648 | ) | ||||||||||||||||||||
Depreciation and amortization of property and equipment | (3,403 | ) | (3,508 | ) | ||||||||||||||||||||
Amortization of acquired intangible assets | (949 | ) | (1,142 | ) | ||||||||||||||||||||
Interest expense | (2,204 | ) | (1,844 | ) | ||||||||||||||||||||
Amortization of deferred finance fees | (168 | ) | (297 | ) | ||||||||||||||||||||
Other income (expense), net | 137 | (95 | ) | |||||||||||||||||||||
Loss before income taxes | (729 | ) | (1,628 | ) | ||||||||||||||||||||
Benefit for income taxes | 252 | 799 | ||||||||||||||||||||||
Net loss | $ | (477 | ) | $ | (829 | ) | ||||||||||||||||||
Inventory
Inventory | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Inventory | ' | |||||||
7. Inventory | ||||||||
Inventory consisted of the following: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Component parts | $ | 7,437 | $ | 7,710 | ||||
Finished goods | 1,748 | 2,180 | ||||||
Total inventory | $ | 9,185 | $ | 9,890 | ||||
Acquired_Intangible_Assets_Cap
Acquired Intangible Assets, Capitalized Software Development Costs, and Goodwill | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||
Acquired Intangible Assets, Capitalized Software Development Costs, and Goodwill | ' | |||||||||||||||||||||||
8. Acquired Intangible Assets, Capitalized Software Development Costs, and Goodwill | ||||||||||||||||||||||||
Our acquired intangible assets and capitalized software development costs consisted of the following: | ||||||||||||||||||||||||
31-Mar-14 | 31-Dec-13 | |||||||||||||||||||||||
Gross | Gross | |||||||||||||||||||||||
Carrying | Accumulated | Carrying | Accumulated | |||||||||||||||||||||
Amount | Amortization | Net | Amount | Amortization | Net | |||||||||||||||||||
Acquired intangible assets and software development costs: | ||||||||||||||||||||||||
Acquired intangible assets, including customer lists and other | $ | 31,176 | $ | 11,122 | $ | 20,054 | $ | 31,176 | $ | 10,173 | $ | 21,003 | ||||||||||||
Software development costs | 6,478 | 2,089 | 4,389 | 5,969 | 1,791 | 4,178 | ||||||||||||||||||
Total acquired intangible assets and software development costs | $ | 37,654 | $ | 13,211 | $ | 24,443 | $ | 37,145 | $ | 11,964 | $ | 25,181 | ||||||||||||
Estimated future amortization expense: | ||||||||||||||||||||||||
Year ending December 31, 2014 | $ | 3,516 | ||||||||||||||||||||||
Year ending December 31, 2015 | 4,802 | |||||||||||||||||||||||
Year ending December 31, 2016 | 4,607 | |||||||||||||||||||||||
Year ending December 31, 2017 | 3,825 | |||||||||||||||||||||||
Year ending December 31, 2018 | 2,952 | |||||||||||||||||||||||
Thereafter | 4,741 | |||||||||||||||||||||||
Total estimated future amortization expense | $ | 24,443 | ||||||||||||||||||||||
Software development costs: | ||||||||||||||||||||||||
For the three months ended March 31, 2014 and 2013, we capitalized $509 and $906, respectively, of software development costs for location-based software products after the point of technological feasibility had been reached but before the software was available for general release. Accordingly, these costs have been capitalized and are being amortized over their estimated useful lives beginning when the products are available for general release. We routinely update our estimates of the recoverability of the software products that have been capitalized. Management uses these estimates as the basis for evaluating the carrying values and remaining useful lives of the respective assets. | ||||||||||||||||||||||||
Goodwill: | ||||||||||||||||||||||||
The carrying amount of goodwill is as follows: | ||||||||||||||||||||||||
Commercial | Government | |||||||||||||||||||||||
Segment | Segment | Total | ||||||||||||||||||||||
Balance as of March 31, 2014 and December 31, 2013 | $ | 49,945 | $ | 54,296 | $ | 104,241 | ||||||||||||||||||
Concentrations_of_Credit_Risk_
Concentrations of Credit Risk and Major Customers | 3 Months Ended | |||||||||
Mar. 31, 2014 | ||||||||||
Concentrations of Credit Risk and Major Customers | ' | |||||||||
9. Concentrations of Credit Risk and Major Customers | ||||||||||
The financial instruments that potentially subject us to concentrations of credit risk are accounts receivable and unbilled receivables. Those customers that comprised 10% or more of our total revenue or receivables (billed and unbilled) are summarized in the following tables: | ||||||||||
Percentage of total revenue for the three months ended March 31: | ||||||||||
Customer | Segment | 2014 | 2013 | |||||||
U.S. Government agencies and departments | Government | 22 | % | 38 | % | |||||
Customer A | Commercial | 15 | % | 14 | % | |||||
Customer B | Commercial | 10 | % | <10% | ||||||
Percentage of receivables (billed and unbilled) as of March 31: | ||||||||||
Customer | Segment | 2014 | 2013 | |||||||
U.S. Government | Government | 26 | % | 34 | % | |||||
Customer A | Commercial | 11 | % | 16 | % | |||||
Customer B | Commercial | 14 | % | 10 | % | |||||
Line_of_Credit
Line of Credit | 3 Months Ended |
Mar. 31, 2014 | |
Line of Credit | ' |
10. Line of Credit | |
We have maintained a line of credit arrangement with our principal bank since 2003. On June 25, 2013, we closed on a new Senior Secured Credit Facility (the “Senior Credit Facility” or “Credit Agreement”), with the Silicon Valley Bank and a syndicate of lenders. The Senior Credit Facility includes a new revolving loan facility (“Revolving Loan Facility”) replacing the line under the July 2012, Fourth Amendment to our previous Loan and Security Agreement (“Line of Credit”). | |
The Revolving Loan Facility includes an aggregate principal amount available to borrow of up to $30,000 and matures on March 31, 2018. The principal amount outstanding under the Revolving Loan Facility is payable prior to or on the maturity date. Interest on the Revolving Loan Facility is payable monthly and accrues at Eurodollar/LIBOR (beginning at L+3.75%) or Alternate Base Rate (“ABR”) (beginning at ABR +2.75%), which may be adjusted as provided in the Credit Agreement. | |
The Revolving Loan Facility includes two sub-facilities: (i) a $10,000 letter of credit sub-facility pursuant to which the bank may issue letters of credit, and (ii) a $5,000 swingline sub-facility. Under our previous Line of Credit, the maximum amount we could borrow was $35,000, limited by certain credit sub-facilities. | |
As of March 31, 2014 and December 31, 2013, there were no borrowings under our Revolving Loan Facility, and we had $30,000 of unused borrowing availability. |
LongTerm_Debt
Long-Term Debt | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Long-Term Debt | ' | |||||||
11. Long-Term Debt | ||||||||
Long-term debt consisted of the following: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Senior credit facility | $ | 65,669 | $ | 66,084 | ||||
7.75% Convertible notes due 2018 | 50,000 | 50,000 | ||||||
4.5% Convertible notes due 2014 | 14,562 | 14,562 | ||||||
Promissory notes payable to microDATA sellers | 4,750 | 4,809 | ||||||
Total long-term debt | 134,981 | 135,455 | ||||||
Less: current portion | (25,665 | ) | (25,089 | ) | ||||
Non-current portion of long-term debt | $ | 109,316 | $ | 110,366 | ||||
Aggregate maturities of long-term debt at March 31, 2014 are as follows: | ||||||||
2014 | $ | 24,834 | ||||||
2015 | 3,325 | |||||||
2016 | 3,741 | |||||||
2017 | 6,153 | |||||||
2018 | 96,928 | |||||||
Total long-term debt | $ | 134,981 | ||||||
Senior credit facilities | ||||||||
Our June 25, 2013, Senior Credit Facilities (the “Senior Credit Facilities” or “Credit Agreement”) include (i) a $56,500 term loan A facility (“Term Loan A Facility”), (ii) a $43,500 delayed draw term loan facility (“Delayed Draw Term Loan Facility”), and (iii) a $30,000 revolving loan facility (“Revolving Loan Facility”). The Senior Credit Facilities also include a $25,000 incremental loan arrangement subject to the Company’s future needs and bank approval, although no assurances can be given that this incremental loan amount will be available to us when and if needed. | ||||||||
We borrowed $56,500 under the Term Loan A Facility at closing for (i) repayment of the remaining balance under our 2012 Term Loan, (ii) approximately $16,000 for working capital and general corporate purposes, and (iii) fees and expenses associated with the new facility. On September 30, 2013, we borrowed $10,000 under the Delayed Draw Term Loan Facility and used the proceeds towards the retirement of the 4.5% Convertible Senior Notes, discussed below. Additional liquidity is available through the undrawn $30,000 Revolving Loan Facility, to be used for general corporate purposes, replacing the previous line of credit which has been paid off, see Line of Credit Note 10. | ||||||||
Borrowings under the Term Loan A Facility, the Revolving Loan Facility or the Delayed Draw Term Loan Facility may be at rates based on the Eurodollar/LIBOR (beginning at L +3.75%) or ABR (beginning at ABR + 2.75%), which may be adjusted as provided in the Credit Agreement. | ||||||||
The Term Loan A Facility, the Delayed Draw Term Loan Facility, and the Revolving Loan Facility have a maturity date of March 31, 2018, unless extended as provided in the Credit Agreement. Beginning October 1, 2013, the Term Loan A Facility and the Delayed Term Loan are payable in consecutive quarterly installments of $416 on the first day of each fiscal quarter, increasing to $831 in the quarter ending December 31, 2014, to $1,247 in the quarter ending December 31, 2016, and to $2,413 in the quarter ending December 31, 2017, with the remaining principal due at maturity. Additional Delayed Draw Term Loan Facility borrowings would be repaid in consecutive quarterly installment payments in the same proportion as the installment payments for the Term Loan A and existing Delayed Draw Term Loan borrowings, with the remaining principal due at maturity. | ||||||||
The Senior Credit Facilities are secured by substantially all of the Company’s tangible and intangible assets, including intellectual property. The Credit Agreement contains customary representations and warranties of the Company and customary covenants and events of default. Availability under the Revolving Loan Facility and the Delayed Draw Term Loan Facility is subject to certain conditions, including the continued accuracy of the Company’s representations and warranties and compliance with covenants. Under the Credit Agreement, as amended on February 28, 2014, $14,562 of the Delayed Draw Term Loan Facility is available until November 2014 to refinance the 4.5% Convertible Senior Notes, and the remaining $18,938 of Delayed Draw Term Loan Facility is available to us from March 31, 2015 until April 30, 2015 subject to our meeting certain financial covenants. Any amount of the Delayed Draw Term Loan Facility not drawn on April 30, 2015 will expire unused. The Credit Agreement provides that the banks hold at least $35,000 of the Company’s cash and marketable securities until our leverage ratio is below a specified level. No changes were made to the pricing of any of the loans or the amount we may borrow under the $30,000 Revolving Loan Facility. The Senior Credit Facilities are also subject to possible mandatory repayments from excess cash flow and other sources, such as net cash proceeds of debt or equity issuances, asset sales, casualty insurance claims and other recovery events, as described in the Credit Agreement. At March 31, 2014, a mandatory repayment of $3,859 from excess cash flow and other sources became due and was paid on April 1, 2014. During the continuance of an event of default, at the request of the required lenders, all outstanding loans shall bear interest at a rate per annum equal to the rate that would otherwise be applicable thereto plus 2%, and shall be payable from time to time on demand. | ||||||||
7.75% Convertible notes | ||||||||
On May 8, 2013, we completed privately-negotiated exchange agreements with noteholders under which we retired $50,000 of our outstanding 4.5% Convertible Senior Notes due 2014 issued in 2009 (the “2014 Notes”) in exchange for $50,000 of new 7.75% Convertible Senior Notes due 2018 (the “2018 Notes”). | ||||||||
The 2018 Notes were issued pursuant to an indenture, dated as of May 8, 2013 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). We offered the 2018 Notes to certain holders of the 2014 Notes in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended. The 2018 Notes bear interest at 7.75% per year, payable semiannually in arrears in cash on June 30 and December 30 of each year, beginning on December 30, 2013. The 2018 Notes are senior unsecured obligations and rank equally with all of its present and future senior unsecured debt and senior to any future subordinated debts, and they will be effectively subordinate to all of TCS’s present and future secured debt to the extent of the collateral securing that debt. | ||||||||
Holders may convert the 2018 Notes at their option on any day prior to the close of business on the second “scheduled trading day” (as defined in the Indenture) immediately preceding June 30, 2018. The conversion rate will initially be 96.637 shares of Class A common stock per $1 (one thousand) principal amount of 2018 Notes, equivalent to an initial conversion price of $10.348 per share of Class A common stock, which is the same conversion price as the 2014 Notes. Shares of the Company’s Class A common stock into which the 2018 Notes are convertible have been reserved for issuance by the Company. We may redeem some or all of the 2018 Notes at any time on or after June 30, 2014 at the redemption prices set forth in the Indenture plus accrued and unpaid interest to the redemption date. In addition, subject to certain exceptions, holders may require us to repurchase, for cash, all or part of their 2018 Notes upon a “fundamental change” (as defined in the Indenture) at a price equal to the purchase prices set forth in the Indenture, plus accrued and unpaid interest to, but excluding, the fundamental change purchase date. | ||||||||
The Indenture contains customary terms and covenants, including that upon certain events of default, either the Trustee or the holders of not less than 25% in aggregate principal amount of the 2018 Notes then outstanding may declare the entire principal amount of all the 2018 Notes plus accrued interest, if any, to be immediately due and payable. | ||||||||
4.5% Convertible notes | ||||||||
In 2009, we sold $103,500 aggregate principal amount of 4.5% Convertible Senior Notes due 2014. We have since repurchased $38,938 and exchanged $50,000 of the outstanding 2014 Notes, plus accrued and unpaid interest. Interest on the 2014 Notes is payable semiannually on November 1 and May 1 of each year, beginning May 1, 2010. The 2014 Notes will mature and convert on November 1, 2014, unless previously converted in accordance with their terms. The 2014 Notes are TCS’s senior unsecured obligations and rank equally with all of its present and future senior unsecured debt and senior to any future subordinated debts, and are effectively subordinate to all of TCS’s present and future secured debt to the extent of the collateral securing that debt. The 2014 Notes are not registered and were offered under Rule 144A of the Securities Act of 1933. Holders may convert the 2014 Notes at their option on any day prior to the close of business on the second “scheduled trading day” (as defined in the Indenture) immediately preceding November 1, 2014. The conversion rate is 96.637 shares of Class A common stock per $1 (one thousand) principal amount of 2014 Notes, equivalent to an initial conversion price of approximately $10.35 per share of Class A common stock. | ||||||||
Concurrent with the issuance of the 2014 Notes, we entered into convertible note hedge transactions and warrant transactions, also detailed below, that would reduce the potential dilution associated with the conversion of the remaining 2014 Notes. As a result of the repurchase and exchange of $88,938 of the outstanding 2014 Notes, the convertible note hedge was adjusted to reflect the reduced number of outstanding 2014 Notes. The warrants were not affected by the retirement of the 2014 Notes. The effect of the convertible note hedge and warrant transactions is an increase in the effective conversion premium of the 2014 Notes to $12.74 per share. The convertible note hedge and the warrant transactions are separate transactions, each entered into by the Company with the counterparties, which are not part of the terms of the 2014 Notes and will not affect the holders’ rights under the 2014 Notes. The cost of the convertible note hedge transactions to the Company was approximately $23,800, and was accounted for as an equity transaction in accordance with ASC 815-40, Contracts in Entity’s own Equity. The Company received proceeds of approximately $13,000 related to the sale of the warrants, which has also been classified as equity as the warrants meet the classification criteria under ASC 815-40-25, in which the warrants and the convertible note hedge transactions require settlements in shares and provide the Company with the choice of a net cash or common shares settlement. As the convertible note hedge and warrants are indexed to our common stock, we recognized them in permanent equity in Additional paid-in capital, and will not recognize subsequent changes in fair value as long as the instruments remain classified as equity. | ||||||||
Promissory notes payable to microDATA sellers | ||||||||
On July 6, 2012, we issued $14,250 in promissory notes as part of the consideration paid for our acquisition of microDATA bearing simple interest at 6%. The promissory notes are due in two installments: $7,500 plus interest was paid June 30, 2013 and $6,750 is due June 30, 2014, less post-closing indemnification adjustments of the maximum amount of $2,000 as of March 31, 2014. The promissory notes are effectively subordinated to TCS’s structured debt. |
Capital_Leases
Capital Leases | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Capital Leases | ' | |||
12. Capital Leases | ||||
We lease certain equipment under capital leases. Capital leases are collateralized by the leased assets. Amortization of leased assets is included in depreciation and amortization expense. | ||||
Future minimum payments under capital lease obligations consisted of the following at March 31, 2014: | ||||
2014 | $ | 3,929 | ||
2015 | 3,953 | |||
2016 | 2,414 | |||
2017 | 1,301 | |||
2018 | 44 | |||
Total minimum lease payments | 11,641 | |||
Less: amounts representing interest | (733 | ) | ||
Present value of net minimum lease payments (including current portion of $4,631) | $ | 10,908 | ||
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2014 | |
Income Taxes | ' |
13. Income Taxes | |
We reported income tax benefits of $252 and $799 for the three months ended March 31, 2014 and 2013, respectively. The effective tax rate was 35% for the three months ended March 31, 2014. | |
We do not anticipate a significant change to the total amount of unrecognized tax benefits within the next twelve months. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies | ' |
14. Commitments and Contingencies | |
Some customers seek indemnification under their contractual arrangements with the Company for costs associated with defending lawsuits alleging infringement of certain patents through the use of our products and services, and the use of our products and services in combination with products and services of other vendors. In some cases we have agreed to assume the defense of the case. In others, the Company will continue to negotiate with these customers in good faith because the Company believes its technology does not infringe the cited patents and due to specific clauses within the customer contractual arrangements that may or may not give rise to an indemnification obligation. The Company cannot currently predict the outcome of these matters and the resolutions could have a material effect on our consolidated results of operations, financial position, or cash flows. Due to the inherent difficulty of predicting the outcome of litigation and other legal proceedings and uncertainties regarding the Company’s existing litigation and other legal proceedings, the Company is unable to estimate the amount or range of reasonably possible loss in excess of amounts reserved. The Company’s assessments are based on estimates and assumptions that have been deemed reasonable by management, but that may prove to be incomplete or inaccurate, and unanticipated events and circumstances may occur that might cause the Company to change those estimates and assumptions. Therefore, it is possible that an unfavorable resolution of one or more pending litigation or other contingencies could have a material adverse effect on the Company’s consolidated financial statements in a future fiscal period. | |
The application and interpretation of applicable state and local sales and other tax laws to certain of our service and system offerings in certain jurisdictions is uncertain. In accordance with generally accepted accounting principles, the Company makes a provision for a liability for taxes when it is both probable that the liability has been incurred and the amount of the liability or range of liability can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted if necessary. At March 31, 2014, the Company is subject to an ongoing state and local tax audit by the Washington State Department of Revenue. As this and other tax audits progress in the normal course of business, the Company will review and adjust a provision for loss as appropriate. | |
Other than the items discussed immediately above, we are not currently subject to any other material legal proceedings. However, we may from time to time become a party to various legal proceedings arising in the ordinary course of our business. |
Basis_of_Presentation_and_Summ1
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Basis of Presentation | ' |
Basis of Presentation. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. These consolidated financial statements should be read in conjunction with our audited financial statements and related notes included in our 2013 Annual Report on Form 10-K. The terms “TCS,” “Company,” “we,” “us,” and “our” as used in this Form 10-Q refer to TeleCommunication Systems, Inc. and its subsidiaries as a combined entity, except where it is made clear that such terms mean only TeleCommunication Systems, Inc. | |
Use of Estimates | ' |
Use of Estimates. The preparation of these financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts and related disclosures. Significant estimates and assumptions in these consolidated financial statements include estimates used in revenue recognition, fair value of business combinations, fair value associated with goodwill, intangible assets and long-lived asset impairment tests, estimated values of software development costs, income taxes and deferred valuation allowances, the fair value of marketable securities and stock-based compensation, and legal and contingency fees. Actual results could differ from those estimates. | |
Goodwill | ' |
Goodwill. Goodwill represents the excess of cost over the fair value of assets of acquired businesses. Goodwill is not amortized, but instead is evaluated for impairment in the fourth quarter of each year, or sooner should there be an indicator of impairment. We may assess qualitative factors to determine whether it is more likely than not an event or circumstance might indicate the fair value of the reporting unit is less than its carrying value. Such indicators include a sustained, significant decline in the Company’s stock price and market capitalization, a decline in the Company’s expected future cash flows, a significant adverse change in legal factors or in the business climate, unanticipated competition, and/or slower expected growth, among others. After completing our assessment of such qualitative factors, and if it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we perform a two-step process. The first step requires a comparison of the book value of net assets to the fair value of the reporting units that have goodwill assigned to them. If the fair value is determined to be less than the book value, a second step is performed to compute the amount of the impairment. In the second step, a fair value for goodwill is estimated, based in part on the fair value of the reporting unit used in the first step, and is compared to its carrying value. The shortfall of the fair value below carrying value, if any, would represent the amount of goodwill impairment. | |
For goodwill impairment testing, we have four reporting units. In 2013, we reorganized the Commercial Segment in order to better conform and integrate the product lines and create efficiencies, so that one management team is now responsible for all Commercial Platforms & Applications other than the 9-1-1 Safety and Security part of the Commercial Segment. Previously, our Commercial Segment was comprised of Navigation and Other Commercial reporting units. Our two Government Segment reporting units, the Government Solutions Group (“GSG”) unit and the Cyber Intelligence unit, remain the same. | |
Earnings Per Share | ' |
Earnings per share. Basic net income (loss) per common share is based upon the average number of shares of common stock outstanding during the period. Stock options and restricted stock of approximately 13,000 and 15,500 shares for the three months ended March 31, 2014 and 2013, respectively, were excluded from the computation of diluted net income per share because their inclusion would have been anti-dilutive. | |
For the three months ending March 31, 2014 and 2013, shares issuable upon conversion of convertible debt were excluded from the computation of diluted net income per share because their inclusion would have been anti-dilutive. Concurrent with the issuance of the convertible notes, we entered into convertible note hedge and warrant transactions. If the Company’s share price is greater than the warrant exercise price of $12.74 per share for any period presented, the warrants would be dilutive to the Company’s earnings per share. The convertible note hedge is excluded from the calculation of diluted earnings per share, as the impact is always considered anti-dilutive since the call option would be exercised by us when the exercise price is lower than the market price. For the three months ending March 31, 2014 and 2013, the Company’s share price was less than the warrant exercise price of $12.74; therefore, no value was assigned to the warrants because the effect of their inclusion would have been anti-dilutive. | |
Our two classes of common stock (Class A and B) share equally in dividends declared or accumulated and have equal participation rights in undistributed earnings. In addition, our unvested restricted stock does not contain non-forfeitable rights to dividends and dividend equivalents. As such, unvested shares of restricted stock are not participating securities. and our basic and diluted earnings per share are not impacted by the two-class method of computing earnings per share. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements. In April 2014, the Financial Accounting Standards Board (“FASB”) amended guidance related to reporting discontinued operations and disposals of components of an entity. The amended guidance requires that a disposal representing a strategic shift that has (or will have) a major effect on an entity’s financial results or a business activity should be reported as discontinued operations. The amendment also expands the disclosure requirements for discontinued operations and adds new disclosures for individually significant dispositions that do not qualify as discontinued operations. The guidance is for fiscal years, and interim reporting periods within those years, beginning after December 15, 2014, with early adoption permitted only for disposals that have not been previously reported. The amended guidance is not expected to have a material impact on our consolidated financial statements. | |
In July 2013, the FASB amended guidance related to income taxes and the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar loss, or a tax credit carryforward exists. Under certain circumstances, unrecognized tax benefits should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. The adoption of this pronouncement did not have a material effect on our consolidated financial statements. |
Marketable_Securities_Tables
Marketable Securities (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Summary of Available-for-Sale Marketable Securities | ' | |||||||||||||||
Available-for-sale marketable securities at March 31, 2014 were: | ||||||||||||||||
Amortized | Gross | Gross | Estimated | |||||||||||||
Cost | Unrealized | Unrealized | Fair | |||||||||||||
Basis | Gains | Losses | Value | |||||||||||||
Corporate bonds | $ | 18,032 | $ | 41 | $ | (5 | ) | $ | 18,068 | |||||||
Mortgage-backed and asset-backed securities | 2,143 | 3 | (7 | ) | 2,139 | |||||||||||
Total marketable securities | $ | 20,175 | $ | 44 | $ | (12 | ) | $ | 20,207 | |||||||
Available-for-sale marketable securities at December 31, 2013 were: | ||||||||||||||||
Amortized | Gross | Gross | Estimated | |||||||||||||
Cost | Unrealized | Unrealized | Fair | |||||||||||||
Basis | Gains | Losses | Value | |||||||||||||
Corporate bonds | $ | 18,798 | $ | 41 | $ | (6 | ) | $ | 18,833 | |||||||
Mortgage-backed and asset-backed securities | 1,170 | 1 | — | 1,171 | ||||||||||||
Total marketable securities | $ | 19,968 | $ | 42 | $ | (6 | ) | $ | 20,004 | |||||||
Summary of Available-for-Sale Marketable Securities by Contractual Maturity | ' | |||||||||||||||
The following table summarizes the estimated fair value of available-for-sale marketable securities by contractual maturity at March 31, 2014: | ||||||||||||||||
Fair | ||||||||||||||||
Value | ||||||||||||||||
Due within 1 year or less | $ | 7,257 | ||||||||||||||
Due after 1 through 5 years | 11,800 | |||||||||||||||
Mortgage-backed securities not due in a single maturity date | 1,150 | |||||||||||||||
$ | 20,207 | |||||||||||||||
The following table summarizes the estimated fair value of available-for-sale marketable securities by contractual maturity at December 31, 2013: | ||||||||||||||||
Fair | ||||||||||||||||
Value | ||||||||||||||||
Due within 1 year or less | $ | 6,248 | ||||||||||||||
Due after 1 through 5 years | 13,449 | |||||||||||||||
Mortgage-backed securities not due in a single maturity date | 307 | |||||||||||||||
$ | 20,004 | |||||||||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Assets and Liabilities Subject to Fair Value Measurements on Recurring Basis and Required Disclosures | ' | |||||||||||||||
Our assets and liabilities subject to fair value measurements on a recurring basis and the required disclosures were: | ||||||||||||||||
Fair | Fair Value Measurements | |||||||||||||||
Value | Using Fair Value Hierarchy | |||||||||||||||
As of March 31, 2014 | Total | Level 1 | Level 2 | Level 3 | ||||||||||||
Assets: | ||||||||||||||||
Cash and cash equivalents | $ | 45,082 | $ | 45,082 | $ | — | $ | — | ||||||||
Corporate bonds | 18,068 | 18,068 | — | — | ||||||||||||
Mortgage-backed and asset-backed securities | 2,139 | 2,139 | — | — | ||||||||||||
Marketable securities | 20,207 | 20,207 | — | — | ||||||||||||
Deferred compensation plan investments | 1,044 | 1,044 | — | — | ||||||||||||
Assets at fair value | $ | 66,333 | $ | 66,333 | $ | — | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Deferred compensation | $ | 686 | $ | 686 | $ | — | $ | — | ||||||||
Liabilities at fair value | $ | 686 | $ | 686 | $ | — | $ | — | ||||||||
Fair | Fair Value Measurements | |||||||||||||||
Value | Using Fair Value Hierarchy | |||||||||||||||
As of December 31, 2013 | Total | Level 1 | Level 2 | Level 3 | ||||||||||||
Assets: | ||||||||||||||||
Cash and cash equivalents | $ | 41,904 | $ | 41,904 | $ | — | $ | — | ||||||||
Corporate bonds | 18,498 | 18,498 | — | — | ||||||||||||
Mortgage-backed and asset-backed securities | 1,506 | 1,506 | — | — | ||||||||||||
Marketable securities | 20,004 | 20,004 | — | — | ||||||||||||
Deferred compensation plan investments | 1,003 | 1,003 | — | — | ||||||||||||
Assets at fair value | $ | 62,911 | $ | 62,911 | $ | — | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Deferred compensation | $ | 637 | $ | 637 | $ | — | $ | — | ||||||||
Contractual acquisition earn-outs | 369 | — | — | 369 | ||||||||||||
Liabilities at fair value | $ | 1,006 | $ | 637 | $ | — | $ | 369 | ||||||||
Summary of Changes in Contractual Acquisition Earn-Outs Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs | ' | |||||||||||||||
The following table provides a summary of the changes in the our contractual acquisition earn-outs measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2014: | ||||||||||||||||
Fair Value | ||||||||||||||||
Measurements | ||||||||||||||||
Using Significant | ||||||||||||||||
Unobservable | ||||||||||||||||
Inputs (Level 3) | ||||||||||||||||
Balance at January 1, 2014 | $ | 369 | ||||||||||||||
Fair value adjustment recognized in earnings | (101 | ) | ||||||||||||||
Settlements | (268 | ) | ||||||||||||||
Balance at March 31, 2014 | $ | — | ||||||||||||||
Segment_Information_Tables
Segment Information (Tables) | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||
Segment Reporting Information by Segment | ' | |||||||||||||||||||||||
The following tables set forth the results of our reportable segments and a reconciliation of segment gross profit to net loss: | ||||||||||||||||||||||||
Three Months Ended March 31, | ||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Gvmt | Comm. | Total | Gvmt | Comm. | Total | |||||||||||||||||||
Revenue | ||||||||||||||||||||||||
Services | $ | 27,628 | $ | 34,641 | $ | 62,269 | $ | 36,095 | $ | 37,423 | $ | 73,518 | ||||||||||||
Systems | 17,433 | 5,388 | 22,821 | 16,744 | 4,532 | 21,276 | ||||||||||||||||||
Total revenue | 45,061 | 40,029 | 85,090 | 52,839 | 41,955 | 94,794 | ||||||||||||||||||
Direct costs of revenue | ||||||||||||||||||||||||
Direct cost of services | 19,671 | 13,744 | 33,415 | 25,415 | 16,386 | 41,801 | ||||||||||||||||||
Direct cost of systems | 14,221 | 2,655 | 16,876 | 13,925 | 3,587 | 17,512 | ||||||||||||||||||
Total direct cost of revenue | 33,892 | 16,399 | 50,291 | 39,340 | 19,973 | 59,313 | ||||||||||||||||||
Gross profit | ||||||||||||||||||||||||
Services gross profit | 7,957 | 20,897 | 28,854 | 10,680 | 21,037 | 31,717 | ||||||||||||||||||
Systems gross profit | 3,212 | 2,733 | 5,945 | 2,819 | 945 | 3,764 | ||||||||||||||||||
Total gross profit | $ | 11,169 | $ | 23,630 | $ | 34,799 | $ | 13,499 | $ | 21,982 | $ | 35,481 | ||||||||||||
Three Months Ended | ||||||||||||||||||||||||
March 31, | ||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Total segment gross profit | $ | 34,799 | $ | 35,481 | ||||||||||||||||||||
Research and development expense | (10,363 | ) | (8,526 | ) | ||||||||||||||||||||
Sales and marketing expense | (6,931 | ) | (8,049 | ) | ||||||||||||||||||||
General and administrative expense | (11,647 | ) | (13,648 | ) | ||||||||||||||||||||
Depreciation and amortization of property and equipment | (3,403 | ) | (3,508 | ) | ||||||||||||||||||||
Amortization of acquired intangible assets | (949 | ) | (1,142 | ) | ||||||||||||||||||||
Interest expense | (2,204 | ) | (1,844 | ) | ||||||||||||||||||||
Amortization of deferred finance fees | (168 | ) | (297 | ) | ||||||||||||||||||||
Other income (expense), net | 137 | (95 | ) | |||||||||||||||||||||
Loss before income taxes | (729 | ) | (1,628 | ) | ||||||||||||||||||||
Benefit for income taxes | 252 | 799 | ||||||||||||||||||||||
Net loss | $ | (477 | ) | $ | (829 | ) | ||||||||||||||||||
Inventory_Tables
Inventory (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Components of Inventory | ' | |||||||
Inventory consisted of the following: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Component parts | $ | 7,437 | $ | 7,710 | ||||
Finished goods | 1,748 | 2,180 | ||||||
Total inventory | $ | 9,185 | $ | 9,890 | ||||
Acquired_Intangible_Assets_Cap1
Acquired Intangible Assets, Capitalized Software Development Costs, and Goodwill (Tables) | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||
Acquired Intangible Assets and Capitalized Software Development Costs | ' | |||||||||||||||||||||||
Our acquired intangible assets and capitalized software development costs consisted of the following: | ||||||||||||||||||||||||
31-Mar-14 | 31-Dec-13 | |||||||||||||||||||||||
Gross | Gross | |||||||||||||||||||||||
Carrying | Accumulated | Carrying | Accumulated | |||||||||||||||||||||
Amount | Amortization | Net | Amount | Amortization | Net | |||||||||||||||||||
Acquired intangible assets and software development costs: | ||||||||||||||||||||||||
Acquired intangible assets, including customer lists and other | $ | 31,176 | $ | 11,122 | $ | 20,054 | $ | 31,176 | $ | 10,173 | $ | 21,003 | ||||||||||||
Software development costs | 6,478 | 2,089 | 4,389 | 5,969 | 1,791 | 4,178 | ||||||||||||||||||
Total acquired intangible assets and software development costs | $ | 37,654 | $ | 13,211 | $ | 24,443 | $ | 37,145 | $ | 11,964 | $ | 25,181 | ||||||||||||
Estimated Future Amortization Expense | ' | |||||||||||||||||||||||
Estimated future amortization expense: | ||||||||||||||||||||||||
Year ending December 31, 2014 | $ | 3,516 | ||||||||||||||||||||||
Year ending December 31, 2015 | 4,802 | |||||||||||||||||||||||
Year ending December 31, 2016 | 4,607 | |||||||||||||||||||||||
Year ending December 31, 2017 | 3,825 | |||||||||||||||||||||||
Year ending December 31, 2018 | 2,952 | |||||||||||||||||||||||
Thereafter | 4,741 | |||||||||||||||||||||||
Total estimated future amortization expense | $ | 24,443 | ||||||||||||||||||||||
Balances and Changes in Amount of Goodwill | ' | |||||||||||||||||||||||
The carrying amount of goodwill is as follows: | ||||||||||||||||||||||||
Commercial | Government | |||||||||||||||||||||||
Segment | Segment | Total | ||||||||||||||||||||||
Balance as of March 31, 2014 and December 31, 2013 | $ | 49,945 | $ | 54,296 | $ | 104,241 | ||||||||||||||||||
Concentrations_of_Credit_Risk_1
Concentrations of Credit Risk and Major Customers (Tables) | 3 Months Ended | |||||||||
Mar. 31, 2014 | ||||||||||
Summary of Customers Revenue, Accounts Receivable and Unbilled Receivables | ' | |||||||||
The financial instruments that potentially subject us to concentrations of credit risk are accounts receivable and unbilled receivables. Those customers that comprised 10% or more of our total revenue or receivables (billed and unbilled) are summarized in the following tables: | ||||||||||
Percentage of total revenue for the three months ended March 31: | ||||||||||
Customer | Segment | 2014 | 2013 | |||||||
U.S. Government agencies and departments | Government | 22 | % | 38 | % | |||||
Customer A | Commercial | 15 | % | 14 | % | |||||
Customer B | Commercial | 10 | % | <10% | ||||||
Percentage of receivables (billed and unbilled) as of March 31: | ||||||||||
Customer | Segment | 2014 | 2013 | |||||||
U.S. Government | Government | 26 | % | 34 | % | |||||
Customer A | Commercial | 11 | % | 16 | % | |||||
Customer B | Commercial | 14 | % | 10 | % | |||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Long-term Debt | ' | |||||||
Long-term debt consisted of the following: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Senior credit facility | $ | 65,669 | $ | 66,084 | ||||
7.75% Convertible notes due 2018 | 50,000 | 50,000 | ||||||
4.5% Convertible notes due 2014 | 14,562 | 14,562 | ||||||
Promissory notes payable to microDATA sellers | 4,750 | 4,809 | ||||||
Total long-term debt | 134,981 | 135,455 | ||||||
Less: current portion | (25,665 | ) | (25,089 | ) | ||||
Non-current portion of long-term debt | $ | 109,316 | $ | 110,366 | ||||
Aggregate Maturities of Long-term Debt | ' | |||||||
Aggregate maturities of long-term debt at March 31, 2014 are as follows: | ||||||||
2014 | $ | 24,834 | ||||||
2015 | 3,325 | |||||||
2016 | 3,741 | |||||||
2017 | 6,153 | |||||||
2018 | 96,928 | |||||||
Total long-term debt | $ | 134,981 | ||||||
Capital_Leases_Tables
Capital Leases (Tables) | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Future Minimum Payments Under Capital Lease Obligations | ' | |||
Future minimum payments under capital lease obligations consisted of the following at March 31, 2014: | ||||
2014 | $ | 3,929 | ||
2015 | 3,953 | |||
2016 | 2,414 | |||
2017 | 1,301 | |||
2018 | 44 | |||
Total minimum lease payments | 11,641 | |||
Less: amounts representing interest | (733 | ) | ||
Present value of net minimum lease payments (including current portion of $4,631) | $ | 10,908 | ||
Basis_of_Presentation_and_Summ2
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Significant Accounting Policies [Line Items] | ' | ' |
Warrant exercise price | 12.74 | ' |
Earnings per share, dilutive effect, description | 'If the Companybs share price is greater than the warrant exercise price of $12.74 per share for any period presented, the warrants would be dilutive to the Companybs earnings per share. | ' |
Stock Options and Restricted Stock | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' |
Number of shares excluded from computation of diluted net income per share | 13,000 | 15,500 |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Employee Stock Option | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' |
Total unrecognized share-based compensation expense | $5,000 | $10,000 |
Stock-based compensation, shares outstanding | 16,272 | 18,103 |
Option granted | 1,254 | ' |
Option exercises | 3 | ' |
Options granted vesting period | '5 years | ' |
Period of unrecognized share-based compensation cost to be recognized | '3 years | '3 years |
Restricted Stock | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' |
Restricted stock units outstanding | 2,180 | 1,498 |
Weighted-average fair value of restricted stock, per share | $2.39 | $2.54 |
Total unrecognized share-based compensation expense | 4,000 | 3,000 |
Period of unrecognized share-based compensation costs to be recognized | '2 years | '2 years |
Restricted Stock | Director | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' |
Period of vesting of restrictions on restricted stock issued, years | '1 year | ' |
Restricted Stock | Executives and employees | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' |
Period of vesting of restrictions on restricted stock issued, years | '3 years | ' |
Stock Compensation Plan | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' |
Total share-based compensation costs recognized | $1,821 | $2,452 |
Supplemental_Disclosure_of_Cas1
Supplemental Disclosure of Cash Flow Information - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Cash Flow Supplemental Disclosures [Line Items] | ' | ' |
Property and equipment acquired under capital leases | $344 | $648 |
Interest paid | 868 | 602 |
Income taxes refunded | 32 | ' |
Income taxes paid | ' | $198 |
Summary_of_AvailableforSale_Ma
Summary of Available-for-Sale Marketable Securities (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule Of Available For Sale Securities [Line Items] | ' | ' |
Available-for-sale marketable securities, Amortized Cost Basis | $20,175 | $19,968 |
Available-for-sale marketable securities, Gross Unrealized Gains | 44 | 42 |
Available-for-sale marketable securities, Gross Unrealized Losses | -12 | -6 |
Marketable securities | 20,207 | 20,004 |
Corporate bonds | ' | ' |
Schedule Of Available For Sale Securities [Line Items] | ' | ' |
Available-for-sale marketable securities, Amortized Cost Basis | 18,032 | 18,798 |
Available-for-sale marketable securities, Gross Unrealized Gains | 41 | 41 |
Available-for-sale marketable securities, Gross Unrealized Losses | -5 | -6 |
Marketable securities | 18,068 | 18,833 |
Mortgage-backed and asset-backed securities | ' | ' |
Schedule Of Available For Sale Securities [Line Items] | ' | ' |
Available-for-sale marketable securities, Amortized Cost Basis | 2,143 | 1,170 |
Available-for-sale marketable securities, Gross Unrealized Gains | 3 | 1 |
Available-for-sale marketable securities, Gross Unrealized Losses | -7 | ' |
Marketable securities | $2,139 | $1,171 |
Summary_of_AvailableforSale_Ma1
Summary of Available-for-Sale Marketable Securities by Contractual Maturity (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule Of Available For Sale Securities [Line Items] | ' | ' |
Available-for-sale securities, contractual maturity, Due within 1 year or less, Fair Value | $7,257 | $6,248 |
Available-for-sale securities, contractual maturity, Due after 1 through 5 years, Fair Value | 11,800 | 13,449 |
Available-for-sale securities, Mortgage-backed securities not due in a single maturity date, Fair Value | 1,150 | 307 |
Available-for-sale marketable securities, Estimated Fair Value | $20,207 | $20,004 |
Assets_and_Liabilities_Subject
Assets and Liabilities Subject to Fair Value Measurements and Required Disclosures (Detail) (Fair Value, Measurements, Recurring, USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets: | ' | ' |
Cash and cash equivalents | $45,082 | $41,904 |
Marketable securities | 20,207 | 20,004 |
Deferred compensation plan investments | 1,044 | 1,003 |
Assets at fair value | 66,333 | 62,911 |
Liabilities: | ' | ' |
Deferred compensation | 686 | 637 |
Liabilities at fair value | 686 | 1,006 |
Contractual acquisition earn-outs | ' | 369 |
Corporate bonds | ' | ' |
Assets: | ' | ' |
Marketable securities | 18,068 | 18,498 |
Mortgage-backed and asset-backed securities | ' | ' |
Assets: | ' | ' |
Marketable securities | 2,139 | 1,506 |
Fair Value, Inputs, Level 1 | ' | ' |
Assets: | ' | ' |
Cash and cash equivalents | 45,082 | 41,904 |
Marketable securities | 20,207 | 20,004 |
Deferred compensation plan investments | 1,044 | 1,003 |
Assets at fair value | 66,333 | 62,911 |
Liabilities: | ' | ' |
Deferred compensation | 686 | 637 |
Liabilities at fair value | 686 | 637 |
Fair Value, Inputs, Level 1 | Corporate bonds | ' | ' |
Assets: | ' | ' |
Marketable securities | 18,068 | 18,498 |
Fair Value, Inputs, Level 1 | Mortgage-backed and asset-backed securities | ' | ' |
Assets: | ' | ' |
Marketable securities | 2,139 | 1,506 |
Fair Value, Inputs, Level 3 | ' | ' |
Liabilities: | ' | ' |
Liabilities at fair value | ' | 369 |
Contractual acquisition earn-outs | ' | $369 |
Summary_of_Changes_in_Contract
Summary of Changes in Contractual Acquisition Earn-Outs Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Detail) (Fair Value, Inputs, Level 3, USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Fair Value, Inputs, Level 3 | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' |
Fair Value Measurements Using Significant Unobservable Inputs (Level 3), Beginning Balance | $369 |
Fair Value Measurements Using Significant Unobservable Inputs (Level 3), Fair value adjustment recognized in earnings | -101 |
Fair Value Measurements Using Significant Unobservable Inputs (Level 3), Settlements | -268 |
Fair Value Measurements Using Significant Unobservable Inputs (Level 3), Ending Balance | ' |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) (USD $) | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | 8-May-13 | Nov. 16, 2009 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | 4.5% Convertible notes due 2014 | 4.5% Convertible notes due 2014 | 4.5% Convertible notes due 2014 | 4.5% Convertible notes due 2014 | 7.75% Convertible notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, interest rate percentage | ' | ' | 4.50% | 4.50% | 4.50% | 4.50% | 7.75% |
Estimated Fair value of long term debt | $133,000 | $141,000 | ' | ' | ' | ' | ' |
Carrying value of long term debt | $134,981 | $146,935 | ' | ' | ' | ' | ' |
Segment_Information_Additional
Segment Information - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2014 | |
Segment | |
Segment Reporting Information [Line Items] | ' |
Number of reporting segments | 2 |
Segment_Reporting_Information_
Segment Reporting Information by Segment (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Revenue | ' | ' |
Services | $62,269 | $73,518 |
Systems | 22,821 | 21,276 |
Total revenue | 85,090 | 94,794 |
Direct costs of revenue | ' | ' |
Direct cost of services | 33,415 | 41,801 |
Direct cost of systems revenue | 16,876 | 17,512 |
Total direct cost of revenue | 50,291 | 59,313 |
Gross profit | ' | ' |
Services gross profit | 28,854 | 31,717 |
Systems gross profit | 5,945 | 3,764 |
Total gross profit | 34,799 | 35,481 |
Research and development expense | -10,363 | -8,526 |
Sales and marketing expense | -6,931 | -8,049 |
General and administrative expense | -11,647 | -13,648 |
Depreciation and amortization of property and equipment | -3,403 | -3,508 |
Amortization of acquired intangible assets | -949 | -1,142 |
Interest expense | -2,204 | -1,844 |
Amortization of deferred financing fees | -168 | -297 |
Other income (expense), net | 137 | -95 |
Loss before income taxes | -729 | -1,628 |
Income tax benefit | 252 | 799 |
Net loss | -477 | -829 |
Government Segment | ' | ' |
Revenue | ' | ' |
Services | 27,628 | 36,095 |
Systems | 17,433 | 16,744 |
Total revenue | 45,061 | 52,839 |
Direct costs of revenue | ' | ' |
Direct cost of services | 19,671 | 25,415 |
Direct cost of systems revenue | 14,221 | 13,925 |
Total direct cost of revenue | 33,892 | 39,340 |
Gross profit | ' | ' |
Services gross profit | 7,957 | 10,680 |
Systems gross profit | 3,212 | 2,819 |
Total gross profit | 11,169 | 13,499 |
Commercial Segment | ' | ' |
Revenue | ' | ' |
Services | 34,641 | 37,423 |
Systems | 5,388 | 4,532 |
Total revenue | 40,029 | 41,955 |
Direct costs of revenue | ' | ' |
Direct cost of services | 13,744 | 16,386 |
Direct cost of systems revenue | 2,655 | 3,587 |
Total direct cost of revenue | 16,399 | 19,973 |
Gross profit | ' | ' |
Services gross profit | 20,897 | 21,037 |
Systems gross profit | 2,733 | 945 |
Total gross profit | $23,630 | $21,982 |
Components_of_Inventory_Detail
Components of Inventory (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory [Line Items] | ' | ' |
Component parts | $7,437 | $7,710 |
Finished goods | 1,748 | 2,180 |
Total inventory | $9,185 | $9,890 |
Acquired_Intangible_Assets_and
Acquired Intangible Assets and Capitalized Software Development Costs (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite Lived Intangible Assets [Line Items] | ' | ' |
Acquired intangible assets, accumulated amortization | $11,122 | $10,173 |
Acquired intangible assets, Net | 20,054 | 21,003 |
Software development costs, including acquired technology, Gross Carrying Amount | 6,478 | 5,969 |
Software development costs, accumulated amortization | 2,089 | 1,791 |
Software development costs, including acquired technology, Net | 4,389 | 4,178 |
Gross Carrying Amount | 37,654 | 37,145 |
Accumulated Amortization | 13,211 | 11,964 |
Net | 24,443 | 25,181 |
Customer Lists | ' | ' |
Finite Lived Intangible Assets [Line Items] | ' | ' |
Acquired intangible assets, Gross Carrying Amount | 31,176 | 31,176 |
Acquired intangible assets, accumulated amortization | 11,122 | 10,173 |
Acquired intangible assets, Net | $20,054 | $21,003 |
Estimated_Future_Amortization_
Estimated Future Amortization Expense (Detail) (USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
Estimated future amortization expense: | ' |
Year ending December 31, 2014 | $3,516 |
Year ending December 31, 2015 | 4,802 |
Year ending December 31, 2016 | 4,607 |
Year ending December 31, 2017 | 3,825 |
Year ending December 31, 2018 | 2,952 |
Thereafter | 4,741 |
Total estimated future amortization expense | $24,443 |
Acquired_Intangible_Assets_Cap2
Acquired Intangible Assets, Capitalized Software Development Costs, and Goodwill - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Finite Lived Intangible Assets [Line Items] | ' | ' |
Capitalized software development costs | $509 | $906 |
Balances_and_Changes_in_Amount
Balances and Changes in Amount of Goodwill (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Goodwill [Line Items] | ' | ' |
Goodwill | $104,241 | $104,241 |
Commercial Segment | ' | ' |
Goodwill [Line Items] | ' | ' |
Goodwill | 49,945 | 49,945 |
Government Segment | ' | ' |
Goodwill [Line Items] | ' | ' |
Goodwill | $54,296 | $54,296 |
Concentrations_of_Credit_Risk_2
Concentrations of Credit Risk and Major Customers - Additional Information (Detail) (Minimum, Sales) | 3 Months Ended |
Mar. 31, 2014 | |
Minimum | Sales | ' |
Entity Wide Revenue Major Customer [Line Items] | ' |
Percentage of total revenue or receivables | 10.00% |
Customers_Revenue_and_Receivab
Customers Revenue and Receivables (Billed and Unbilled) (Detail) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Sales | U.S Government Agencies and Departments | Government Segment | ' | ' |
Entity Wide Revenue Major Customer [Line Items] | ' | ' |
Percentage of total revenue | 22.00% | 38.00% |
Sales | Customer A | Commercial Segment | ' | ' |
Entity Wide Revenue Major Customer [Line Items] | ' | ' |
Percentage of total revenue | 15.00% | 14.00% |
Sales | Customer B | Commercial Segment | ' | ' |
Entity Wide Revenue Major Customer [Line Items] | ' | ' |
Percentage of total revenue | 10.00% | ' |
Percentage of total revenue | ' | 'Less than 10% |
Accounts Receivable | Customer A | Commercial Segment | ' | ' |
Entity Wide Revenue Major Customer [Line Items] | ' | ' |
Percentage of receivables (billed and unbilled) | 11.00% | 16.00% |
Accounts Receivable | Customer B | Commercial Segment | ' | ' |
Entity Wide Revenue Major Customer [Line Items] | ' | ' |
Percentage of receivables (billed and unbilled) | 14.00% | 10.00% |
Accounts Receivable | U.S. Government | Government Segment | ' | ' |
Entity Wide Revenue Major Customer [Line Items] | ' | ' |
Percentage of receivables (billed and unbilled) | 26.00% | 34.00% |
Line_of_Credit_Additional_Info
Line of Credit - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Abr Based Rate | Eurodollar/L I B O R Based Rate | ' | ' |
Line Of Credit Facility [Line Items] | ' | ' |
Line of credit facility, interest rate description | 'The principal amount outstanding under the Revolving Loan Facility is payable prior to or on the maturity date. Interest on the Revolving Loan Facility is payable monthly and accrues at Eurodollar/LIBOR (beginning at L+3.75%) or Alternate Base Rate (bABRb) (beginning at ABR +2.75%), which may be adjusted as provided in the Credit Agreement. | ' |
Revolving Credit Facility | ' | ' |
Line Of Credit Facility [Line Items] | ' | ' |
Line of credit facility, current borrowing capacity | $30,000 | ' |
Line of credit, maturity date | 31-Mar-18 | ' |
Line of credit facility, amount outstanding | 0 | 0 |
Line of credit facility, unused borrowing capacity | 30,000 | 30,000 |
Revolving Credit Facility | Letter Of Credit Subfacility | ' | ' |
Line Of Credit Facility [Line Items] | ' | ' |
Line of credit facility, current borrowing capacity | 10,000 | ' |
Revolving Credit Facility | Swingline Subfacility | ' | ' |
Line Of Credit Facility [Line Items] | ' | ' |
Line of credit facility, current borrowing capacity | 5,000 | ' |
Revolving Credit Facility | Eurodollar/L I B O R Based Rate | ' | ' |
Line Of Credit Facility [Line Items] | ' | ' |
Interest rate above base | 3.75% | ' |
Revolving Credit Facility | Abr Based Rate | ' | ' |
Line Of Credit Facility [Line Items] | ' | ' |
Interest rate above base | 2.75% | ' |
Previous Line Of Credit | ' | ' |
Line Of Credit Facility [Line Items] | ' | ' |
Line of credit facility, current borrowing capacity | ' | $35,000 |
LongTerm_Debt_Schedule_of_Comp
Long-Term Debt - Schedule of Components of Long-Term Debt (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Long-term debt | $134,981 | $135,455 |
Less: current portion | -25,665 | -25,089 |
Non-current portion of long-term debt | 109,316 | 110,366 |
Senior credit facility | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | 65,669 | 66,084 |
7.75% Convertible notes due 2018 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | 50,000 | 50,000 |
4.5% Convertible notes due 2014 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | 14,562 | 14,562 |
Promissory notes payable to microDATA sellers | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | $4,750 | $4,809 |
LongTerm_Debt_Schedule_of_Comp1
Long-Term Debt - Schedule of Components of Long-Term Debt (Parenthetical) (Detail) | Mar. 31, 2014 | Dec. 31, 2013 | 8-May-13 | Nov. 16, 2009 |
7.75% Convertible notes due 2018 | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Debt instrument, interest rate percentage | 7.75% | 7.75% | 7.75% | ' |
4.5% Convertible notes due 2014 | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Debt instrument, interest rate percentage | 4.50% | 4.50% | 4.50% | 4.50% |
LongTerm_Debt_Schedule_of_Aggr
Long-Term Debt - Schedule of Aggregate Maturities of Long-Term Debt (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
2014 | $24,834 | ' |
2015 | 3,325 | ' |
2016 | 3,741 | ' |
2017 | 6,153 | ' |
2018 | 96,928 | ' |
Total long-term debt | $134,981 | $135,455 |
LongTerm_Debt_Senior_Credit_Fa
Long-Term Debt - Senior Credit Facilities (Detail) (USD $) | 3 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | ||||||||||||||
Mar. 31, 2014 | Feb. 28, 2014 | Sep. 30, 2013 | Jun. 25, 2013 | Feb. 28, 2014 | Jun. 25, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Jun. 25, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | 8-May-13 | Nov. 16, 2009 | Feb. 28, 2014 | Jun. 25, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | |
Senior credit facility | Senior credit facility | Delayed Draw Loan Facility | Delayed Draw Loan Facility | Delayed Draw Loan Facility as Amended | Term Loan A Facility | Term Loan A Facility | Term Loan A Facility | Term Loan A Facility | Term Loan A Facility | Term Loan A Facility | Incremental Loan Arrangement | 4.5% Convertible notes due 2014 | 4.5% Convertible notes due 2014 | 4.5% Convertible notes due 2014 | 4.5% Convertible notes due 2014 | 4.5% Convertible notes due 2014 | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | |
Senior credit facility | Senior credit facility | Senior credit facility | Senior credit facility | Delayed Draw Loan Facility | Delayed Term Loan Facility | Delayed Term Loan Facility | Delayed Term Loan Facility | Delayed Term Loan Facility | Senior credit facility | Delayed Draw Loan Facility as Amended | Senior credit facility | Term Loan A Facility | Term Loan A Facility | |||||||
Senior credit facility | Senior credit facility | Senior credit facility | Senior credit facility | Senior credit facility | Delayed Draw Loan Facility | Delayed Draw Loan Facility | ||||||||||||||
2013 Term Loan Quarterly Installment | 2014 Term Loan Quarterly Installment | 2016 Term Loan Quarterly Installment | 2017 Term Loan Quarterly Installment | Senior credit facility | Senior credit facility | |||||||||||||||
Eurodollar/L I B O R Based Rate | Abr Based Rate | |||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, amount | ' | ' | ' | $43,500,000 | ' | $56,500,000 | ' | ' | ' | ' | ' | $25,000,000 | ' | ' | ' | $103,500,000 | ' | $30,000,000 | ' | ' |
Proceeds from Issuance of debt | ' | ' | 10,000,000 | ' | ' | 16,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, description of basis of interest rate | 'During the continuance of an event of default, at the request of the required lenders, all outstanding loans shall bear interest at a rate per annum equal to the rate that would otherwise be applicable thereto plus 2%, and shall be payable from time to time on demand | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'LIBOR (beginning at L +3.75%) | '(beginning at ABR + 2.75%) |
Interest rate above base | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.75% | 2.75% |
Term loan installments payable | ' | ' | ' | ' | ' | ' | ' | 416,000 | 831,000 | 1,247,000 | 2,413,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maturity date | ' | ' | ' | ' | 30-Apr-15 | ' | 31-Mar-18 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument Unused Borrowing Capacity Amount | ' | ' | ' | ' | 18,938,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,562,000 | ' | ' | ' |
Debt Instrument available draw date | ' | ' | ' | ' | 31-Mar-15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, interest rate percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.50% | 4.50% | 4.50% | 4.50% | 4.50% | ' | ' | ' |
Debt Instrument, maturity period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2014-11 | ' | ' | ' |
Debt instrument, cash and marketable securities requirement for financial covenants | ' | 35,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments of Short-term Debt, Maturing in Three Months or Less | $3,859,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Delay Draw Term Loan Facility, unused borrowing capacity, description | ' | ' | ' | ' | 'Under the Credit Agreement, as amended on February 28, 2014, $14,562 of the Delayed Draw Term Loan Facility is available until November 2014 to refinance the 4.5% Convertible Senior Notes, and the remaining $18,938 of Delayed Draw Term Loan Facility is available to us from March 31, 2015 until April 30, 2015 subject to our meeting certain financial covenants. Any amount of the Delayed Draw Term Loan Facility not drawn on April 30, 2015 will expire unused. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LongTerm_Debt_775_Convertible_
Long-Term Debt - 7.75% Convertible Notes (Detail) (USD $) | 1 Months Ended | |||
8-May-13 | Mar. 31, 2014 | Dec. 31, 2013 | Nov. 16, 2009 | |
7.75% Convertible notes due 2018 | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Debt instrument, amount | $50,000,000 | ' | ' | ' |
Debt instrument, interest rate percentage | 7.75% | 7.75% | 7.75% | ' |
Debt Instrument , maturity year | '2018 | ' | ' | ' |
Number of common shares in conversion rate of notes | 96.637 | ' | ' | ' |
Principal amount of notes to be considered in conversion rate | 1,000 | ' | ' | ' |
Debt Instrument, convertible, conversion price | $10.35 | ' | ' | ' |
Trustee or the holder minimum aggregate principle amount, percentage | 25.00% | ' | ' | ' |
4.5% Convertible notes due 2014 | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Debt Instrument , amount retired | 50,000,000 | ' | ' | ' |
Debt instrument, amount | ' | ' | ' | 103,500,000 |
Debt instrument, interest rate percentage | 4.50% | 4.50% | 4.50% | 4.50% |
Debt Instrument , maturity year | '2014 | ' | ' | ' |
Number of common shares in conversion rate of notes | ' | ' | ' | 96.637 |
Principal amount of notes to be considered in conversion rate | ' | ' | ' | $1,000 |
Debt Instrument, convertible, conversion price | ' | ' | ' | $10.35 |
LongTerm_Debt_45_Convertible_N
Long-Term Debt - 4.5% Convertible Notes (Detail) (4.5% Convertible notes due 2014, USD $) | 1 Months Ended | 3 Months Ended | ||
Nov. 16, 2009 | Mar. 31, 2014 | Dec. 31, 2013 | 8-May-13 | |
4.5% Convertible notes due 2014 | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Debt instrument, amount | $103,500,000 | ' | ' | ' |
Amount of outstanding Notes repurchased | 38,938,000 | ' | ' | ' |
Number of common shares in conversion rate of notes | 96.637 | ' | ' | ' |
Principal amount of notes to be considered in conversion rate | 1,000 | ' | ' | ' |
Debt Instrument, convertible, conversion price | $10.35 | ' | ' | ' |
Debt instrument, interest rate percentage | 4.50% | 4.50% | 4.50% | 4.50% |
Convertible Note Repurchased and Exchanged | ' | 88,938,000 | ' | ' |
Effective conversion premium of notes due to hedge and warrant transactions | $12.74 | ' | ' | ' |
Cost of convertible note hedge | 23,800,000 | ' | ' | ' |
Proceeds from sale of warrants | $13,000,000 | ' | ' | ' |
LongTerm_Debt_Promissory_Notes
Long-Term Debt - Promissory Notes Payable to microData Sellers (Detail) (Promissory notes payable to microDATA sellers, USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Debt Instrument [Line Items] | ' |
Purchase price paid in promissory notes | $14,250 |
Debt Instrument | ' |
Debt Instrument [Line Items] | ' |
Debt instrument, interest rate percentage | 6.00% |
Promissory note payable first installment | 7,500 |
Promissory note payable second installment | 6,750 |
First installment payment due date | 30-Jun-13 |
Second installment payment due date | 30-Jun-14 |
Number of installment payments | 2 |
Debt Instrument | Maximum | ' |
Debt Instrument [Line Items] | ' |
Debt instrument adjustments for post-closing indemnifications | $2,000 |
Future_Minimum_Payments_Under_
Future Minimum Payments Under Capital Lease Obligations (Detail) (USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
Capital Leased Assets [Line Items] | ' |
2014 | $3,929 |
2015 | 3,953 |
2016 | 2,414 |
2017 | 1,301 |
2018 | 44 |
Total minimum lease payments | 11,641 |
Less: amounts representing interest | -733 |
Present value of net minimum lease payments (including current portion of $4,631) | $10,908 |
Future_Minimum_Payments_Under_1
Future Minimum Payments Under Capital Lease Obligations (Parenthetical) (Detail) (USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
Capital Leased Assets [Line Items] | ' |
Current portion of capital lease payments | $4,631 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Income Taxes [Line Items] | ' | ' |
Income tax benefit | $252 | $799 |
Effective income tax rate | 35.00% | ' |