Basis of Presentation | 9 Months Ended |
Sep. 30, 2014 |
Accounting Policies [Abstract] | ' |
Basis of Presentation [Text Block] | ' |
Basis of Presentation |
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The Condensed Consolidated Financial Statements as of and for the nine and three months ended September 30, 2014 included in this Quarterly Report on Form 10-Q have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The condensed consolidated balance sheet data as of December 31, 2013 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed on March 3, 2014. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures contained in this Quarterly Report comply with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, for a Quarterly Report on Form 10-Q and are adequate to make the information presented not misleading. These Condensed Consolidated Financial Statements are meant to be, and should be, read in conjunction with the Consolidated Financial Statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed on March 3, 2014. |
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The unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q reflect all adjustments (which include only normal, recurring adjustments and those items discussed in these Notes) that are, in the opinion of management, necessary to state fairly the financial position and results for the dates and periods presented. The results for such periods are not necessarily indicative of the results to be expected for the full fiscal year. |
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Recent Accounting Pronouncements |
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In May 2014, the FASB issued new accounting guidance related to revenue recognition. This new standard will replace most existing U.S. GAAP guidance on this topic. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. This guidance will be effective for the Company beginning January 1, 2017 and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is evaluating the impact of adopting this new accounting standard on its financial statements and has not selected a transition method. |
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Principles of Consolidation |
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The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated. |
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Use of Estimates |
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The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
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Revenue Recognition |
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The Company generates revenue from two sources: (1) subscription and support; and (2) professional services and other. Subscription and support revenue includes subscription fees from customers accessing its on-demand application suite and support fees from customers purchasing support. Arrangements with customers do not provide the customer with the right to take possession of the software supporting the on-demand application service at any time. Professional services and other revenue includes fees generated from training and consulting services such as business process mapping, configuration, data migration and integration. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met. For the most part, subscription and support agreements are entered into for 12 to 36 months. In aggregate, more than 90% of the professional services component of the arrangements with customers is performed within 300 days of entering into a contract with the customer. |
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The subscription agreements generally provide service level commitments of 99.5% uptime per period, excluding scheduled maintenance. The failure to meet this level of service availability may require the Company to credit qualifying customers up to the value of an entire month of their subscription and support fees. In light of the Company’s historical experience with meeting its service level commitments, the Company has not accrued any liabilities on its balance sheet for these commitments. |
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The Company commences revenue recognition when all of the following conditions are met: |
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• | There is persuasive evidence of an arrangement; | | | | | | | | | | | | | | |
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• | The service is being provided to the customer; | | | | | | | | | | | | | | |
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• | The collection of the fees is reasonably assured; and | | | | | | | | | | | | | | |
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• | The amount of fees to be paid by the customer is fixed or determinable. | | | | | | | | | | | | | | |
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In most instances, revenue from new customer acquisition is generated under sales agreements with multiple elements, comprised of subscription and support fees from customers accessing the Company's on-demand application suite and professional services associated with consultation services. The Company evaluates each element in a multiple-element arrangement to determine whether it represents a separate unit of accounting. An element constitutes a separate unit of accounting when the delivered item has standalone value and delivery of the undelivered element is probable and within the Company’s control. Subscription and support have standalone value because they are routinely sold separately by the Company. Professional services have standalone value because the Company has sold professional services separately and there are several third-party vendors that routinely provide similar professional services to its customers on a standalone basis. |
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The Company allocates revenue to each element in an arrangement based on a selling price hierarchy. The selling price for a deliverable is based on its vendor-specific objective evidence (“VSOE”), if available, third-party evidence (“TPE”), if VSOE is not available, or estimated selling price (“ESP”), if neither VSOE nor TPE is available. As the Company has been unable to establish VSOE or TPE for the elements of its arrangements, the Company establishes the ESP for each element primarily by considering the weighted average of actual sales prices of professional services sold on a standalone basis and subscription and support including various add-on modules when sold together without professional services, and other factors such as gross margin objectives, pricing practices and growth strategy. The consideration allocated to subscription and support is recognized as revenue over the contract period commencing when the subscription service is made available to the customer. The consideration allocated to professional services is recognized as revenue using the proportional performance method. |
The total arrangement fee for a multiple element arrangement is allocated based on the relative ESP of each element. However, since the professional services are generally completed prior to completion of delivery of subscription and support services, the revenue recognized for professional services in a given reporting period does not include fees subject to delivery of subscription and support services. This results in the recognition of revenue for professional services that is generally no greater than the contractual fees for those professional services. |
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For single element sales agreements, subscription and support revenue is recognized ratably over the contract term beginning on the provisioning date of the contract. The Company recognizes professional services revenue using the proportional performance method for single element arrangements. |
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Sales and other taxes collected from customers to be remitted to government authorities are excluded from revenues. |
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Concentration of Credit Risk and Significant Customers |
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Financial instruments potentially exposing the Company to concentration of credit risk consist primarily of cash and cash equivalents, marketable securities, restricted cash and trade accounts receivable. The Company maintains an allowance for doubtful accounts receivable balances. The allowance is based upon historical loss patterns and an evaluation of the potential risk of loss associated with problem accounts. The Company generally charges off the receivable balances of uncollectible accounts when accounts are 120 days past-due based on the account’s contractual terms. Credit risk arising from accounts receivable is mitigated due to the large number of customers comprising the Company’s customer base and their dispersion across various industries. As of September 30, 2014 and December 31, 2013, there were no customers that represented more than 10% of the net accounts receivable balance. There were no customers that individually exceeded 10% of the Company’s revenue in any of the periods presented. As of September 30, 2014 and December 31, 2013, long-lived assets located outside the United States were not significant. |
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Revenue by geographic region, based on the billing address of the customer, was as follows for the periods presented: |
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| Nine Months Ended September 30, | | Three Months Ended September 30, |
| 2014 | | 2013 | | 2014 | | 2013 |
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United States | $ | 299,071 | | | $ | 223,246 | | | $ | 107,007 | | | $ | 79,544 | |
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International | 99,344 | | | 76,254 | | | 36,653 | | | 27,331 | |
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Total revenue | $ | 398,415 | | | $ | 299,500 | | | $ | 143,660 | | | $ | 106,875 | |
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Percentage of revenue generated outside of the United States | 25 | % | | 25 | % | | 26 | % | | 26 | % |
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No single country outside the United States represented more than 10% of revenue during the nine months ended September 30, 2014 or 2013. |
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The Company maintains cash balances at several banks. Accounts located in the United States are insured by the Federal Deposit Insurance Corporation (“FDIC”), up to $250,000. Certain operating cash accounts may exceed the FDIC limits. |
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Intellectual Property Rights Indemnification |
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The Company’s arrangements include provisions indemnifying customers against liabilities if the Company's products infringe a third-party’s intellectual property rights. The Company has not incurred any costs as a result of such indemnifications and has not accrued any liabilities related to such obligations in the accompanying condensed consolidated financial statements. |
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Qualified Operating Expense Reimbursements |
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At the Company's product development facility in the Czech Republic, the Company participates in a government subsidy program for employing local residents. Under the program, the Czech government will reimburse the Company for certain operating expenses it incurs. In the period the Company incurs the reimbursable operating expense, it records a reduction in product development expense and a receivable from the Czech government. During the second quarter of 2014, the Company began participating in a second subsidy program, similar in nature to the initial program, as benefits under the initial program reached the program limits in the first quarter of 2014. During the nine and three months ended September 30, 2014 , the Company's product development operating expenses were reduced by $1.2 million and $355,000, respectively, for reimbursement of eligible operating expenses incurred during those respective time periods. During the nine and three months ended September 30, 2013, the Company's product development operating expenses were reduced by $1.9 million and $659,000, respectively, for reimbursement of eligible operating expenses incurred during each respective time period. During the nine and three months ended September 30, 2014, the Company received $1.9 million and $589,000, respectively, from the Czech government. As of September 30, 2014, $580,000 in reimbursements, adjusted for foreign currency valuations, are due the Company and included in other current assets. |
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Business Combination |
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On September 26, 2014, the Company purchased certain assets from an on-line warehouse management solution provider ("WMS"). The Company purchased certain WMS assets to expand its manufacturing vertical. The WMS assets, liabilities and operating results are reflected in the Company’s condensed consolidated financial statements from the date of acquisition. On the closing date, the Company paid $15.6 million in cash of which, $2.4 million is being held in escrow for up to 18 months following the close of the transaction as indemnification against certain losses the Company may incur in the event of certain breaches of representations and warranties covered in the asset purchase agreement. Additionally, $350,000 of consideration is being held in escrow until certain WMS tax matters are resolved. |
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The preliminary allocation of the WMS consideration to the assets acquired was as follows: |
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Developed technology | $ | 2,339 | | | | | | | | | | | | | |
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Customer relationships | 1,559 | | | | | | | | | | | | | |
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Trademarks | 312 | | | | | | | | | | | | | |
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Goodwill | 11,382 | | | | | | | | | | | | | |
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Total purchase price | $ | 15,592 | | | | | | | | | | | | | |
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The initial accounting for developed technology, customer relationships, trademarks, and goodwill is incomplete because the Company is still in the process of determining the fair value of these assets. Comparative pro forma financial information for this acquisition has not been presented because WMS historical financial statements are not material to the Company's condensed consolidated results of operations. |
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The Company expects to amortize the intangible assets on a straight-line basis over the following periods: |
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• | developed technology, five years; | | | | | | | | | | | | | | |
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• | customer relationships, four years; and | | | | | | | | | | | | | | |
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• | trademarks, two years. | | | | | | | | | | | | | | |
Venda |
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On July 17, 2014, the Company completed the purchase of all the outstanding equity of Venda Limited (“Venda"), a private company that provides Ecommerce solutions to its customers. Venda expands the Company’s European customer base and adds certain functionality to the Company's product suite. Beginning in the third quarter of 2014, Venda assets, liabilities and operating results are reflected in the Company’s condensed consolidated financial statements from the date of acquisition. On the closing date, the Company paid $25.7 million in cash and issued 304,364 unregistered shares of the Company's common stock with a fair value of $22.8 million, inclusive of a discount from the quoted market price due to certain trading restrictions associated with the shares. Of the consideration paid, $10.1 million is being held in escrow for up to two years following the close of the transaction as protection against tax contingencies and losses the Company may incur in the event of certain breaches of representations and warranties covered in the purchase agreement. |
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Under the acquisition method of accounting, the Company allocated the purchase price to the identifiable assets and liabilities based on their estimated fair value at the date of acquisition. To determine the value of the intangible assets, the Company made various estimates and assumptions. Methodologies used in valuing the intangible assets include, but are not limited to, the with-and-without excess earnings for customer relationships, relief of royalty for trademarks and multiple period excess earnings method for developed technology. The excess of the purchase price over the total net identifiable assets has been recorded as goodwill which includes synergies expected from the expanded service capabilities and the value of the assembled work force in accordance with generally accepted accounting principles. The Company did not record any in-process research and development intangible assets in connection with the acquisition. |
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The preliminary allocation of the Venda consideration to the assets acquired and obligations assumed was as follows: |
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Accounts receivable | $ | 3,763 | | | | | | | | | | | | | |
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Developed technology | 7,700 | | | | | | | | | | | | | |
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Customer relationships | 12,300 | | | | | | | | | | | | | |
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Trademarks | 2,700 | | | | | | | | | | | | | |
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Goodwill | 26,875 | | | | | | | | | | | | | |
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Accounts payable | (2,064 | ) | | | | | | | | | | | | |
Deferred tax liabilities, net | (2,018 | ) | | | | | | | | | | | | |
Tax related liabilities | (2,731 | ) | | | | | | | | | | | | |
Other assets / liabilities, net | 1,913 | | | | | | | | | | | | | |
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Total purchase price | $ | 48,438 | | | | | | | | | | | | | |
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The Company will amortize the intangible assets on a straight-line basis over the following periods: |
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• | developed technology, five years; | | | | | | | | | | | | | | |
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• | customer relationships, seven years; and | | | | | | | | | | | | | | |
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• | trademarks, three years. | | | | | | | | | | | | | | |
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The initial accounting for Venda accounts receivable, other customer related liabilities, facilities related liabilities and employee related liabilities is incomplete because the Company is in the process of determining the fair value of these assets and liabilities. The Company is also undertaking an analysis of certain tax matters associated with the Venda acquisition which could result in an adjustment to the acquisition price allocation. Comparative pro forma financial information for this acquisition has not been presented because the Venda historical financial statements are not material to the Company's condensed consolidated results of operations. |
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During the third quarter of 2014, the Company recorded $4.6 million in operating expenses related to transaction costs associated with the Venda and WMS business combinations. |
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OrderMotion |
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On May 3, 2013, the Company completed the purchase of all the outstanding equity of OrderMotion ("OM"). OM provides online Ecommerce Order Management Services that performs the back-end process for Ecommerce web stores. The OM product augments the Company's existing product offering, which allows the Company to expand its business capabilities in Ecommerce technology and services. On the closing date, the Company paid the former owners $23.5 million in cash and withheld additional consideration of $3.5 million in cash for 15 months following the close of the transaction as indemnification against certain losses the Company may incur in the event of certain breaches of representations and warranties covered in the purchase agreement. The Company also withheld $1.1 million as indemnification against losses the Company may incur from certain tax related matters of OM. During the three months ended September 30, 2014, the Company paid the former OM owners $3.3 million in cash. As of September 30, 2014, the Company's remaining obligation related to the OM acquisition is $689,000. |
Website Hosting Provider |
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On March 6, 2013, the Company completed the purchase of all the outstanding equity of a website hosting provider company ("WH") that specializes in Ecommerce technology and services. On the transaction closing date, the Company paid $10.2 million in cash and withheld consideration of $1.8 million in cash for various periods up to 24 months following the close of the transaction as indemnification against certain losses the Company may incur in the event of certain breaches of representations and warranties in the purchase agreement. During the second quarter of 2014, the Company paid the former owners $1.0 million of the withheld consideration and reduced the remaining obligation by approximately $200,000 for various adjustments. As of September 30, 2014, $600,000 in consideration is still being withheld by the Company. |
Retail Anywhere |
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In November 2012, the Company purchased certain assets from Retail Anywhere ("RA"), an on-line retail solution service provider. The Company purchased certain RA assets and assumed certain liabilities to expand its retail software solutions in the Ecommerce vertical. On the closing date, the Company paid $5.0 million in cash. Additional consideration of $1.3 million in cash was being withheld for up to the 15 months following the close of the transaction as protection against certain losses the Company may incur in the event of certain breaches of representations and warranties covered in the purchase agreement. As of December 31, 2013, the Company's remaining obligation was $1.1 million which was paid during the nine months ended September 30, 2014. |
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The carrying amount of other intangible assets was as follows: |
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| | Gross carrying amount | | Accumulated amortization | | Net carrying amount | | | |
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Developed technology | | $ | 29,348 | | | $ | (13,929 | ) | | $ | 15,419 | | | | |
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Trade name | | 5,694 | | | (2,308 | ) | | 3,386 | | | | |
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Customer relationships | | 34,600 | | | (14,233 | ) | | 20,367 | | | | |
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Non-competition agreements | | 947 | | | (774 | ) | | 173 | | | | |
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Total | | $ | 70,589 | | | $ | (31,244 | ) | | $ | 39,345 | | | | |
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Developed technology | | $ | 19,721 | | | $ | (11,324 | ) | | $ | 8,397 | | | | |
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Trade name | | 2,827 | | | (1,621 | ) | | 1,206 | | | | |
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Customer relationships | | 21,308 | | | (10,946 | ) | | 10,362 | | | | |
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Non-competition agreements | | 1,076 | | | (581 | ) | | 495 | | | | |
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Total | | $ | 44,932 | | | $ | (24,472 | ) | | $ | 20,460 | | | | |
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Future amortization of intangible assets recorded as of September 30, 2014 is expected to be as follows: |
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Year ending: | | (dollars in thousands) | | | | | | | | | | | |
Remainder of 2014 | | $ | 3,253 | | | | | | | | | | | | |
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2015 | | 11,678 | | | | | | | | | | | | |
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2016 | | 9,174 | | | | | | | | | | | | |
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2017 | | 5,737 | | | | | | | | | | | | |
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2018 | | 4,105 | | | | | | | | | | | | |
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Thereafter | | 5,398 | | | | | | | | | | | | |
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Total | | $ | 39,345 | | | | | | | | | | | | |
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The following table details the Company's goodwill activity during the nine months ended September 30, 2014: |
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Balance as of January 1, 2014 | | $ | 84,478 | | | | | | | | | | | | |
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Business combination adjustments | | (163 | ) | | | | | | | | | | | |
Venda business combination July 2014 | | 26,875 | | | | | | | | | | | | |
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WMS business combination September 2014 | | 11,382 | | | | | | | | | | | | |
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Foreign exchange adjustment | | (1,965 | ) | | | | | | | | | | | |
Balance as of September 30, 2014 | | $ | 120,607 | | | | | | | | | | | | |
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Accumulated Other Comprehensive Loss |
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Accumulated other comprehensive loss is comprised of foreign currency translation gains and losses, net of tax, marketable securities unrealized gains and losses and an accumulated pension liability for employees located in the Philippines. There were no significant reclassification adjustments out of accumulated other comprehensive loss to the condensed consolidated statement of operations and comprehensive loss. |